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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/13/22 Americas Tech Acq Holdings Inc. S-4/A 7:9.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration Statement HTML 7.11M - Securities for a Merger 2: EX-23.1 Consent of Expert or Counsel HTML 5K 3: EX-23.2 Consent of Expert or Counsel HTML 6K 4: EX-99.2 Miscellaneous Exhibit HTML 6K 5: EX-99.3 Miscellaneous Exhibit HTML 6K 6: EX-99.4 Miscellaneous Exhibit HTML 6K 7: EX-99.5 Miscellaneous Exhibit HTML 6K
tm2221678-4_s4a - block - 109.1410518s |
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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N/A
(I.R.S. Employer
Identification No.) |
|
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| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | | | By Order of the Board of Directors of ATAC | |
| | | |
Lisa Harris
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| | | | Chair of the Board | |
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| | | | F-1 | | |
| ANNEXES | | | | | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | |
Stock Price at Settlement
|
| |
Shares Escrowed
Per CVR |
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Shares Disbursed
per CVR |
| |
Total Shares to
CVR Holders |
| |
Total Value at
Settlement |
| ||||||||||||
$3.00
|
| | | | 0.74 | | | | | | 0.74 | | | | | | 1.74 | | | | | | 5.23 | | |
$4.00
|
| | | | 0.74 | | | | | | 0.74 | | | | | | 1.74 | | | | | | 6.97 | | |
$5.00
|
| | | | 0.74 | | | | | | 0.74 | | | | | | 1.74 | | | | | | 8.71 | | |
$7.50
|
| | | | 0.74 | | | | | | 0.59 | | | | | | 1.59 | | | | | | 11.90 | | |
$10.00
|
| | | | 0.74 | | | | | | 0.19 | | | | | | 1.19 | | | | | | 11.90 | | |
$12.50 | | | | | — | | | | | | — | | | | | | 1 | | | | | | 12.50 | | |
Stock Price at Settlement
|
| |
Shares Escrowed
Per CVR |
| |
Shares Disbursed
per CVR |
| |
Total Shares to
CVR Holders |
| |
Total Value at
Settlement |
| ||||||||||||
$15.00 | | | | | — | | | | | | — | | | | | | 1 | | | | | | 15.00 | | |
| | |
No Redemption
|
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25% Redemption
|
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50% Redemption
|
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75% Redemption
|
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Maximum
Redemption |
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| | |
Shares
|
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Percentage
|
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Shares
|
| |
Percentage
|
| |
Shares
|
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Percentage
|
| |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||||||||||||||||||||
ATAC non-redeeming Public
Shareholders |
| | | | 4,137,658 | | | | | | 20.6% | | | | | | 3,583,464 | | | | | | 18.1% | | | | | | 3,029,269 | | | | | | 15.6% | | | | | | 2,475,075 | | | | | | 12.9% | | | | | | 1,920,880 | | | | | | 10.2% | | |
Sponsor
|
| | | | 2,875,000 | | | | | | 14.4% | | | | | | 2,875,000 | | | | | | 14.6% | | | | | | 2,875,000 | | | | | | 14.8% | | | | | | 2,875,000 | | | | | | 15.0% | | | | | | 2,875,000 | | | | | | 15.3% | | |
Representative Shares
|
| | | | 125,000 | | | | | | 0.6% | | | | | | 125,000 | | | | | | 0.6% | | | | | | 125,000 | | | | | | 0.6% | | | | | | 125,000 | | | | | | 0.7% | | | | | | 125,000 | | | | | | 0.7% | | |
Support Investors
|
| | | | 0 | | | | | | 0.0% | | | | | | 250,000 | | | | | | 1.2% | | | | | | 500,000 | | | | | | 2.6% | | | | | | 750,000 | | | | | | 3.9% | | | | | | 1,000,000 | | | | | | 5.3% | | |
Former Rally
Stockholders |
| | | | 12,910,394 | | | | | | 64.4% | | | | | | 12,910,394 | | | | | | 65.4% | | | | | | 12,910,394 | | | | | | 66.4% | | | | | | 12,910,394 | | | | | | 67.5% | | | | | | 12,910,394 | | | | | | 68.6% | | |
Total
|
| | | | 20,048,052 | | | | | | 100% | | | | | | 19,743,572 | | | | | | 100% | | | | | | 19,436,638 | | | | | | 100% | | | | | | 19,133,429 | | | | | | 100% | | | | | | 18,831,274 | | | | | | 100% | | |
ATAC Public Shareholders Warrants
|
| | | | 5,750,000 | | | | | | 28.7% | | | | | | 5,750,000 | | | | | | 29.1% | | | | | | 5,750,000 | | | | | | 29.6% | | | | | | 5,750,000 | | | | | | 30.0% | | | | | | 5,750,000 | | | | | | 30.5% | | |
Sponsor Warrants
|
| | | | 5,450,000 | | | | | | 27.2% | | | | | | 5,450,000 | | | | | | 27.6% | | | | | | 5,450,000 | | | | | | 28.0% | | | | | | 5,450,000 | | | | | | 28.5% | | | | | | 5,450,000 | | | | | | 28.9% | | |
Earnout – VWAP Shares
|
| | | | 3,000,000 | | | | | | 15.0% | | | | | | 3,000,000 | | | | | | 15.2% | | | | | | 3,000,000 | | | | | | 15.4% | | | | | | 3,000,000 | | | | | | 15.7% | | | | | | 3,000,000 | | | | | | 15.9% | | |
Earnout – Revenue target
|
| | | | 1,500,000 | | | | | | 7.5% | | | | | | 1,500,000 | | | | | | 7.6% | | | | | | 1,500,000 | | | | | | 7.7% | | | | | | 1,500,000 | | | | | | 7.8% | | | | | | 1,500,000 | | | | | | 8.0% | | |
Rally Option grants
|
| | | | 2,787,819 | | | | | | 13.9% | | | | | | 2,787,819 | | | | | | 14.1% | | | | | | 2,787,819 | | | | | | 14.3% | | | | | | 2,787,819 | | | | | | 14.6% | | | | | | 2,787,819 | | | | | | 14.8% | | |
(in thousands, except share amounts)
|
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No
Redemptions |
| |
25%
Redemption |
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50%
Redemption |
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75%
Redemption |
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Maximum
Redemption |
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Unredeemed public shares
|
| | | | 4,137,658 | | | | | | 3,583,464 | | | | | | 3,029,269 | | | | | | 2,475,075 | | | | | | 1,920,880 | | |
Trust proceeds to Rally
|
| | | $ | 43,080,851 | | | | | $ | 37,310,637 | | | | | $ | 31,540,424 | | | | | $ | 25,770,210 | | | | | $ | 20,000,000 | | |
Underwriter Cash Fee
|
| | | $ | 2,300,000 | | | | | $ | 2,300,000 | | | | | $ | 2,300,000 | | | | | $ | 2,300,000 | | | | | $ | 2,300,000 | | |
Effective Underwriter Cash
Fee (%) |
| | | | 5.34% | | | | | | 6.16% | | | | | | 7.29% | | | | | | 8.93% | | | | | | 11.50% | | |
A:
|
•
|
Proposal 1: The Domestication Proposal |
| | |
Pro Forma Combined
|
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| | |
Assuming
No Redemptions |
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Assuming
Maximum Redemptions |
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Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Six Months Ended June 30, 2022
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (1,965,095) | | | | | $ | (1,965,095) | | |
Net income per share – basic and diluted
|
| | | $ | (0.10) | | | | | $ | (0.10) | | |
Weighted average shares outstanding of common stock – basic and diluted
|
| | | | 20,048,052 | | | | | | 18,831,274 | | |
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the Year Ended December 31, 2021
|
| | | | | | | | | | | | |
Net loss
|
| | | $ | (13,000,228) | | | | | $ | (13,000,228) | | |
Net loss per share – basic and diluted
|
| | | $ | (0.65) | | | | | $ | (0.69) | | |
Weighted average shares outstanding of common stock – basic and diluted
|
| | | | 20,048,052 | | | | | | 18,831,274 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data As
of June 30, 2022 |
| | | | | | | | | | | | |
Total assets
|
| | | $ | 44,069,963 | | | | | $ | 30,989,112 | | |
Total liabilities
|
| | | $ | 10,633,234 | | | | | $ | 10,633,234 | | |
Total stockholders’ equity
|
| | | $ | 33,436,729 | | | | | $ | 20,355,878 | | |
| | |
Pro Forma Combined
|
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Rally Equivalent Pro Forma
Per Share Data(3) |
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Rally
(Historical)(2) |
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ATAC
(Historical) |
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Assuming
No Redemption |
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Assuming
Maximum Redemption |
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Assuming
No Redemption |
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Assuming
Maximum Redemption |
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As of and For the Six Months Ended June 30, 2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | (0.12) | | | | | $ | (0.26) | | | | | $ | 1.67 | | | | | $ | 1.08 | | | | | $ | 2.59 | | | | | $ | 1.58 | | |
Weighted average shares
outstanding of redeemable ordinary/common shares, basic |
| | | | 22,740,373 | | | | | | 13,849,185 | | | | | | 20,048,052 | | | | | | 18,831,274 | | | | | | 12,910,394 | | | | | | 12,910,394 | | |
Net income per ordinary/ common share, basic
|
| | | $ | (0.13) | | | | | $ | 0.08 | | | | | $ | (0.10) | | | | | $ | (0.10) | | | | | $ | (0.15) | | | | | $ | (0.015) | | |
Weighted average shares
outstanding of redeemable ordinary/common shares, diluted |
| | | | 22,740,373 | | | | | | 13,849,185 | | | | | | 22,835,871 | | | | | | 21,619,093 | | | | | | 15,698,213 | | | | | | 15,698,213 | | |
Net income per ordinary/ common share, diluted
|
| | | $ | (0.13) | | | | | $ | 0.08 | | | | | $ | (0.09) | | | | | $ | (0.09) | | | | | $ | (0.13) | | | | | $ | (0.13) | | |
As of and For the Year Ended December 31, 2021
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 0.01 | | | | | $ | (0.13) | | | | | | N/A(4) | | | | | | N/A(4) | | | | | | N/A(4) | | | | | | N/A(4) | | |
Weighted average shares outstanding of non-redeemable ordinary/ common shares
|
| | | | 22,740,373 | | | | | | 14,500,000 | | | | | | 20,043,057 | | | | | | 18,830,219 | | | | | | 12,910,394 | | | | | | 12,910,394 | | |
Net loss per ordinary/ common share, basic and diluted
|
| | | $ | (0.11) | | | | | $ | 0.14 | | | | | $ | (0.65) | | | | | $ | (0.69) | | | | | $ | (1.01) | | | | | $ | (1.01) | | |
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Delaware Interim Charter
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Cayman Islands Current Charter
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Corporate Purpose
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The purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
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The objects for which ATAC is established are unrestricted and ATAC shall have full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.
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Capital Stock
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The total number of shares of all classes of capital stock which ATAC shall have authority to issue is 505,000,000 shares, of which 500,000,000 shares shall be common stock, par value $0.0001 per share, and 5,000,000 shares shall be preferred stock, par value $0.0001 per share.
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ATAC’s authorized share capital consists of 505,000,000 shares, consisting of 500,000,000 Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share.
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Delaware Interim Charter
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Cayman Islands Current Charter
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Preferred Stock. The ATAC Board is expressly authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the ATAC Board providing for the issuance of such series and included in a certificate of designation filed pursuant to the DGCL, and the ATAC Board is expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
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Preference Shares. The directors of ATAC may allot, issue, grant options over or otherwise dispose of preferred shares (including fractions of a preferred share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Cayman Islands Companies Act and the Current Charter) vary such rights.
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Rights and Options. ATAC has the authority to create and issue rights, warrants and options or convertible securities entitling the holders thereof to subscribe for, purchase or receive shares of any class or series of ATAC’s capital stock or other securities, and such rights, warrants and options shall be evidenced by instrument(s) approved by the ATAC Board. The ATAC Board is expressly authorized to set the exercise price, duration, times for exercise and other terms and conditions of such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock subject thereto may not be less than the par value thereof.
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The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares (as defined in the Current Charter) of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
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Common Stock. The ATAC Board is expressly authorized to provide for the issuance of shares of common stock from time to time. Except as may otherwise be provided in the Interim Charter (including any certificate filed with the Secretary of State of the State of Delaware establishing the terms of a series of preferred stock), each holder of common stock will be entitled to one vote for each share of common stock held of record by such holder on each matter properly submitted to the stockholders on which the holders of the common stock are entitled to vote.
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Ordinary Shares. The directors of ATAC may allot, issue, grant options over or otherwise dispose of Ordinary Shares (including fractions of an Ordinary Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividends or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper, and may also (subject to the Cayman Islands Companies Act and the Current Charter) vary such rights.
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Directors; Classes
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The number of directors will be as set forth in the ATAC Bylaws.
The ATAC Board will be divided into two classes designated as Class I and Class II. The Class I directors shall stand elected for a term expiring at ATAC’s first annual stockholder meeting following the time of effectiveness of the Interim Charter and the Class II directors shall stand elected for a term expiring at ATAC’s second annual stockholder
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The directors of ATAC are divided into three classes: Class I and Class II. The Class I Directors shall stand appointed for a term expiring at ATAC’s first annual general meeting and the Class II Directors shall stand appointed for a term expiring at ATAC’s second annual general meeting. Commencing at the first annual general meeting, and at each annual general meeting thereafter, directors appointed to succeed those directors whose terms expire shall be elected for
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Delaware Interim Charter
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Cayman Islands Current Charter
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meeting following the time of effectiveness of the Interim Charter. At each annual meeting of the stockholders of ATAC following the time of effectiveness of the Interim Charter, successors to the class of directors whose term expires at that annual meeting shall be elected for a term of office to expire at the second annual stockholder meeting following their election, subject to their earlier death, resignation or removal.
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a term of office to expire at the second succeeding annual general meeting after their appointment.
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Board Vacancies; Removal
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Newly created directorships resulting from an increase in the number of directors and any vacancies on the ATAC Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Any or all of the directors may be removed from office with or without cause by the affirmative vote of holders of a majority of the then-outstanding shares of capital stock of ATAC entitled to vote generally in the election of directors,
voting together as a single class.
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Except as the Cayman Islands Companies Act or other applicable law may otherwise require, in the interim between annual general meetings or extraordinary general meetings called for the appointment of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the ATAC Board, including unfilled vacancies resulting from the removal of directors for cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Current Charter), or by the sole remaining director. A director appointed to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been appointed and qualified.
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Stockholder/Shareholder Voting
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Subject to the rights of the holders of any outstanding series of the preferred stock, and to the requirements of applicable law, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such holder on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote. Except as otherwise required by law or the Interim Charter, at any annual or special meeting of the stockholders of the Corporation, the holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.
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Votes of shareholders shall be decided on a poll. Subject to any rights or restrictions attached to any ordinary share or preference share, each ordinary share and preference share shall have one vote for every share of which he is the holder.
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Stockholder/Shareholder Meetings
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Subject to the rights of the holders of any outstanding series of the preferred stock, and to the requirements of applicable law, special meetings of stockholders of ATAC may be called only by the chairman of the ATAC Board, chief executive officer
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Votes of shareholders shall be decided on a poll. The directors, the chief executive officer or the chairman of the board of directors may call general meetings, and they shall on a request of shareholders holding not less than 10% in par value of the issued shares
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Delaware Interim Charter
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Cayman Islands Current Charter
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of ATAC, or the ATAC Board pursuant to a resolution adopted by a majority of the ATAC Board, and the stockholders of record, owning not less than 10% of the entire capital stock of ATAC issued and outstanding and entitled to vote.
Stockholders must comply with certain advance notice procedures to nominate candidates to the ATAC Board or to propose matters to be acted upon at a stockholders’ meeting, as provided in the ATAC Bylaws.
Any action required or permitted to be taken by the stockholders of ATAC may be effected by written consent of the stockholders holding the requisite number of shares required to approve such action.
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forthwith proceed to convene an extraordinary general meeting of ATAC. Any shareholder action effected by means of written consent must be unanimous.
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Amendments to the Governing Documents
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The ATAC Board and the stockholders have the power to adopt, amend, alter or repeal the ATAC Bylaws.
ATAC may amend any provision in the Interim Charter in the manner prescribed by the DGCL, except that amendments to Article IX of the Interim Charter (“Business Combination”) may be approved only by (x) a resolution approved at a duly convened and constituted meeting of the stockholders of ATAC by the affirmative vote of at least two-thirds of the shares entitled to vote thereon which were present at the meeting and were voted, or (y) a resolution consented to in writing by holders of all of the votes of all the shares entitled to vote thereon.
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Except for certain matters set forth therein which may be amended by an ordinary resolution, the Current Charter may only be amended by a special resolution under the Cayman Islands Companies Act, being a resolution passed by at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at a general meeting, and includes a unanimous written resolution.
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Authority of the Directors
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The business shall be managed by the directors who may exercise all the powers of the company.
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Liability of Directors
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A director of ATAC shall not be liable to ATAC or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Any amendment, modification or repeal of this provision shall not adversely affect any right or protection of a director of ATAC in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
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The Cayman Islands Companies Act does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. The Current Charter provides for indemnification of officers and directors against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a
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Delaware Interim Charter
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Cayman Islands Current Charter
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result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default.
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Indemnification of Directors, Officers, Employees and Others
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To the fullest extent permitted by applicable law, ATAC shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of ATAC or, while a director or officer of ATAC, is or was serving at the request of ATAC as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or non-profit entity, including service with respect to an employee benefit plan, against all liability and loss suffered and expenses reasonably incurred by such indemnitee in connection with such proceeding, provided, however, that, except in certain circumstances, ATAC shall indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the ATAC Board. Indemnitees shall also have the right to be paid by ATAC the expenses (including attorney’s fees) incurred in defending or otherwise participating in any such proceeding in advance of its final disposition, subject to the requirements concerning an undertaking to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified as set forth in the Interim Charter.
|
| | See “Liability of Directors” above. | |
|
Exclusive Forum
|
| |||
|
Subject to certain exceptions, unless ATAC consents in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of ATAC, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of ATAC to ATAC or ATAC’s stockholders, (iii) any action asserting a claim against ATAC, its directors, officers or employees arising pursuant to any provision of the DGCL or the Interim Charter or the ATAC Bylaws, or (iv) any action asserting a claim against ATAC, its directors, officers or employees governed by the internal affairs doctrine. Unless ATAC consents in writing to the
|
| | No Similar Provision. | |
|
Delaware Interim Charter
|
| |
Cayman Islands Current Charter
|
|
|
selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder.
This exclusive forum provision will not apply to (i) suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder. Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under
the Securities Act.
|
| | | |
|
Business Opportunities
|
| |||
|
To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to ATAC or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of the Interim Charter or in the future, and ATAC renounces any expectancy that any of the directors or officers of ATAC will offer any such corporate opportunity of which he or she may become aware to ATAC, except, the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of ATAC with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of ATAC and (i) such opportunity is one ATAC is legally and contractually permitted to undertake and would otherwise be reasonable for ATAC
to pursue and (ii) the director or officer is permitted to refer that opportunity to ATAC without violating any legal obligation.
|
| | No Similar Provision. | |
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
|
Applicable legislation
|
| |
General Corporation Law of the State of Delaware
|
| |
The Cayman Islands Companies Act (As Revised)
|
|
|
General Vote Required for Combinations with Interested Stockholders / Shareholders
|
| |
Generally, a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless the corporation opts out of the applicable statutory provision.
|
| | No Similar Provision. | |
|
Appraisal Rights
|
| |
Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a merger agreement to accept for their shares anything except: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above.
|
| |
Shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.
|
|
|
Requirements for Stockholder / Shareholder Approval
|
| |
Stockholder approval of mergers, a sale of all or substantially all the assets of the corporation, or
|
| |
Subject to the articles of association, matters which require shareholder approval, whether
|
|
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | |
dissolution require a majority of the outstanding shares entitled to vote thereon; most other stockholder approvals require a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter, provided a quorum is present.
|
| |
under Cayman Islands statute or the company’s articles of association, are determined (subject to quorum requirements) by simple majority of the shares present and voting at a general meeting. Where the proposed action requires approval by “Special Resolution” (such as the amendment of the company’s constitutional documents) the approval of not less than two-thirds of the shares present and voting at a general meeting is required.
|
|
|
Requirement for Quorum
|
| |
Quorum is a majority of shares entitled to vote at the meeting unless otherwise set in the organizational documents, but cannot be less than one-third of the shares entitled to vote at the meeting.
|
| |
The holders of a majority of the issued and outstanding ordinary shares of the company being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy (which would include presence at the Special Meeting) shall constitute a quorum.
|
|
|
Stockholder / Shareholder Consent to Action Without Meeting
|
| |
Unless otherwise provided in the certificate of incorporation, stockholders may act by written consent.
|
| |
Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions.
|
|
|
Inspection of Books and Records
|
| |
Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business.
|
| |
Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.
|
|
|
Stockholder / Shareholder Lawsuits
|
| |
A stockholder may bring a derivative suit subject to procedural requirements.
|
| |
In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances.
|
|
|
Removal of Directors
|
| |
Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the certificate of incorporation otherwise provides, in the case of a
|
| |
A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.
|
|
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | |
corporation with a classified board, stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board.
|
| | | |
|
Number of Directors
|
| |
The number of directors is fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies.
|
| |
Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies.
|
|
|
Classified or Staggered Boards
|
| | Classified boards are permitted. | | | Classified boards are permitted. | |
|
Fiduciary Duties of Directors
|
| |
Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.
|
| |
A director owes a fiduciary duty to exercise loyalty, honesty and good faith to the company as a whole.
|
|
| | | | | | |
In addition to fiduciary duties, directors owe a duty of care, diligence and skill.
|
|
| | | | | | |
Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
|
|
|
Indemnification of Directors and Officers
|
| |
A corporation shall have the power to indemnify any person who was or is a party to any proceeding because such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no
|
| |
A Cayman Islands exempted company generally may indemnify its directors or officers, except with regard to fraud or willful default.
|
|
|
Provision
|
| |
Delaware
|
| |
Cayman Islands
|
|
| | | |
reasonable cause to believe his or her conduct was unlawful. If the action was brought by or on behalf of the corporation, no indemnification is made when a person is adjudged liable to the corporation unless a court determines such person is fairly and reasonably entitled to indemnity for expenses the court deems proper.
|
| | | |
|
Limited Liability of Directors
|
| |
Permits the limiting or eliminating of the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful stock repurchases or dividends, or improper personal benefit.
|
| |
Liability of directors may be limited, except with regard to their own fraud or willful default.
|
|
in $ millions
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |||||||||
Revenues(1) | | | | | | | | | | | | | | | | | | | |
Lines Revenues(2)
|
| | | $ | 26.3 | | | | | $ | 42.1 | | | | | $ | 79.9 | | |
Events Revenues(3)
|
| | | $ | 3.3 | | | | | $ | 10.0 | | | | | $ | 13.2 | | |
Platform Revenues(4)
|
| | | $ | 0.3 | | | | | $ | 3.3 | | | | | $ | 9.7 | | |
Network Revenues(5)
|
| | | | — | | | | | $ | 4.6 | | | | | $ | 6.8 | | |
Total Revenues
|
| | | $ | 29.9 | | | | | $ | 60.0 | | | | | $ | 109.6 | | |
| | |
GPC Multiples
|
| |||||||||||||||||||||||||||
| | |
Minimum
|
| |
Lower
(First) Quartile |
| |
Median
|
| |
Upper
(Third) Quartile |
| |
Maximum
|
| |||||||||||||||
EV / 2022E Revenue
|
| | | | 1.05x | | | | | | 1.62x | | | | | | 2.98x | | | | | | 4.57x | | | | | | 9.71x | | |
EV / 2023E Revenue
|
| | | | 0.89x | | | | | | 1.41x | | | | | | 2.43x | | | | | | 4.08x | | | | | | 8.73x | | |
EV / 2024E Revenue
|
| | | | 0.74x | | | | | | 1.31x | | | | | | 1.92x | | | | | | 3.62x | | | | | | 5.13x | | |
| | |
Multiples — Vertical SaaS Companies
|
| |||||||||||||||||||||||||||
| | |
Minimum
|
| |
Lower
(First) Quartile |
| |
Median
|
| |
Upper
(Third) Quartile |
| |
Maximum
|
| |||||||||||||||
EV / 2022E Revenue
|
| | | | 4.22x | | | | | | 6.21x | | | | | | 7.31x | | | | | | 8.16x | | | | | | 10.22x | | |
EV / 2023E Revenue
|
| | | | 3.33x | | | | | | 4.98x | | | | | | 6.10x | | | | | | 7.11x | | | | | | 8.73x | | |
EV / 2024E Revenue
|
| | | | 2.71x | | | | | | 4.99x | | | | | | 5.02x | | | | | | 6.58x | | | | | | 7.44x | | |
| | |
Multiples — Marketplace Software Companies
|
| |||||||||||||||||||||||||||
| | |
Minimum
|
| |
Lower
(First) Quartile |
| |
Median
|
| |
Upper
(Third) Quartile |
| |
Maximum
|
| |||||||||||||||
EV / 2022E Revenue
|
| | | | 1.51x | | | | | | 4.10x | | | | | | 4.99x | | | | | | 7.59x | | | | | | 10.08x | | |
EV / 2023E Revenue
|
| | | | 1.17x | | | | | | 3.38x | | | | | | 4.78x | | | | | | 6.86x | | | | | | 9.10x | | |
EV / 2024E Revenue
|
| | | | 0.87x | | | | | | 2.78x | | | | | | 4.48x | | | | | | 6.06x | | | | | | 8.35x | | |
| | |
Rally(1)
|
| |
Shared Economy
|
| |
Vertical SaaS
|
| |
Marketplace
Software |
| ||||||||||||
Average 2023E EV/Revenue
|
| | | | 3.46x | | | | | | 2.35x | | | | | | 6.93x | | | | | | 4.98x | | |
Average 2024E EV/Revenue
|
| | | | 1.89x | | | | | | 1.80x | | | | | | 5.68x | | | | | | 4.78x | | |
|
Provision
|
| |
Interim Charter
|
| |
Proposed Charter
|
|
|
Removal of Directors
|
| |
Subject to Section 5.05 of the Interim Charter, any or all of the directors may be removed from office with or without cause by the affirmative vote of holders of a majority of the then-outstanding shares of capital stock of ATAC entitled to vote generally in the election of directors, voting together as a single class.
See Article V, Section 5.04 of the Interim Charter.
|
| |
Any director or the entire board may be removed from office, only for cause, by the affirmative vote of the holders of 2/3 of the voting power of the outstanding shares of capital stock of Pubco entitled to vote generally in the election of directors, voting together as a single class.
See Article V, Section 5.04 of the Proposed Charter.
|
|
|
Stockholder Actions
|
| |
The annual meeting of stockholders of ATAC shall be held at such date and time as shall be designated from time to time by the ATAC Board. Subject to the rights of the holders of any outstanding series of the preferred stock, and to the requirements of applicable law, special meetings of stockholders of ATAC may be called only by the chairman of the ATAC Board chief executive officer of ATAC, or the ATAC Board pursuant to a resolution adopted by a majority of the ATAC Board, and the stockholders of record, owning not less than 10% of the entire
|
| |
The Proposed Charter will provide that subject to the rights, if any, of the holders of any outstanding series of the preferred stock, and to the requirements of applicable law, special meetings of stockholders of the Company may be called only by the Pubco Board pursuant to a resolution adopted by a majority of the Company Board or the Secretary of Pubco, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of Pubco then
|
|
|
Provision
|
| |
Interim Charter
|
| |
Proposed Charter
|
|
| | | |
capital stock of ATAC issued and outstanding and entitled to vote. Any action required or permitted to be taken by the stockholders of ATAC may be effected by written consent of the stockholders holding the requisite number of shares required to approve such action.
See Article VII of the Interim Charter.
|
| |
entitled to vote on the matter or matters to be brought before the proposed special meeting that complies with the procedures for calling a special meeting of the stockholders as may be set forth in the Proposed Bylaws. Except as may be otherwise provided for or fixed pursuant to the Proposed Charter relating to the rights of the holders of any outstanding series of preferred stock, any action required or permitted to be taken by the stockholders of the Company must be effected by a duly called annual or special meeting of such stockholders.
See Article VII of the Proposed Charter.
|
|
|
Charter Amendments
|
| |
The Interim Charter provides that an amendment of such Interim Charter shall be in accordance with the DGCL, which generally requires (1) the approval of the board of directors, (2) the approval of the holders of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment and (3) the approval of the holders of a majority of the outstanding stock of any class entitled to vote thereon as a class, if any. Generally, the DGCL standard used for amendment to ATAC’s Interim Charter described above will apply. However, an amendment to Article IX of the Interim Charter relating to a “business combination” cannot be made without the affirmative vote of at least two-thirds of the votes of the shares entitled to vote thereon which were present at the meeting and were voted, or a resolution consented to in writing by holders of all of the votes of all of the shares entitled to vote thereon.
See Article XI of the Interim Charter.
|
| |
The Proposed Charter provides that an amendment shall be in accordance with the DGCL, which generally requires (1) the approval of the Company Board, (2) the approval of the holders of a majority of the voting power of the outstanding stock entitled to vote upon the proposed amendment and (3) the approval of the holders of a majority of the outstanding stock of any class entitled to vote thereon as a class, if any. Generally, the DGCL standard used for amendment to the Proposed Charter described above will apply. However, an amendment to certain provisions of the Proposed Charter relating to number of directors and director terms and to Bylaw amendments cannot be made without the affirmative vote of holders of at least 662∕3%
of the voting power of the then outstanding shares of capital stock entitled to vote on such amendment and stockholder amendments to the Bylaws cannot be made without the affirmative vote of holders of at least 662∕3% of the voting power of the then outstanding shares of capital stock
|
|
|
Provision
|
| |
Interim Charter
|
| |
Proposed Charter
|
|
| | | | | | |
entitled to vote generally in the election of directors, voting together as a single class.
See Article IX of the Proposed Charter.
|
|
|
Name of the Company
|
| |
Americas Technology Acquisition Corp.
See Article I, Section 1.01 of the Interim Charter.
|
| |
Rally Mobility Co
See Article I of the Proposed Charter.
|
|
|
Provisions Specific to a Blank Check Company and Variation of Rights of Shares Prior to a Business Combination
|
| |
The Interim Charter contains provisions in Article IX in connection with the mechanics and logistics relating to a Business Combination, and such provisions cannot be amended without a resolution approved at a duly convened and constituted meeting of the stockholders of ATAC by the affirmative vote of at least two-thirds of the votes of the shares entitled to vote thereon which were present at the meeting and were voted, or a resolution consented to in writing by holders of all of the votes of all the shares entitled to vote thereon.
The Interim Charter also contains provisions in Article IV, Section 4.05 designed to provide certain rights and protections to ATAC’s common stockholders. Where all or any of the rights of a class of shares are varied by a division into different classes of shares, any such variation shall be made only with the consent in writing of the holders of not less than two thirds of the issued shares of that class, or with the approval of a resolution passed by a majority of not less than two thirds of the votes cast at a separate meeting of the holders of the shares of that class.
See Article IX and Article IV, Section 4.05 of the Interim Charter.
|
| |
The Proposed Charter does not include blank check company provisions or other provisions applicable prior to a Business Combination, such as Article IX of the Interim Charter, because, upon consummation of the Business Combination, Pubco will not to be a blank check company.
No corresponding provisions in the Proposed Charter.
|
|
|
Provision
|
| |
Interim Charter
|
| |
Proposed Charter
|
|
|
Common Stock; Preferred Stock
|
| |
ATAC’s Interim Charter authorizes 505,000,000 shares consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock.
See Article IV of the Interim Charter.
|
| |
The Proposed Charter will provide for, upon completion of the Business Combination, an increase of the authorized capital stock from 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred to stock, to [ ] shares, consisting of (1) [ ] shares of common stock and (2) [ ] shares of preferred stock.
See Article IV of the Proposed Charter.
|
|
| | |
No Redemptions
|
| |
Maximum Redemptions
|
| ||||||||||||||||||
Pro Forma Ownership
|
| |
Number of
Shares |
| |
OS
|
| |
Number of
Shares |
| |
OS
|
| ||||||||||||
Former ATAC non-redeeming Public Shareholders(1)(3)
|
| | | | 4,137,658 | | | | | | 20.6% | | | | | | 1,920,880 | | | | | | 10.2% | | |
Sponsor(1)(3)(4)
|
| | | | 2,875,000 | | | | | | 14.0% | | | | | | 2,875,000 | | | | | | 15.3% | | |
Representative Shares
|
| | | | 125,000 | | | | | | 0.6% | | | | | | 125,000 | | | | | | 0.7% | | |
Support Investors(3)
|
| | | | 0 | | | | | | 0.0% | | | | | | 1,000,000 | | | | | | 5.3% | | |
Former Rally Stockholders(2)(3)(5)
|
| | | | 12,910,394 | | | | | | 64.4% | | | | | | 12,910,394 | | | | | | 68.5% | | |
Total shares outstanding*
|
| | | | 20,048,052 | | | | | | | | | | | | 18,831,274 | | | | | | | | |
| | |
Rally
(Historical) |
| |
ATAC
(Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption |
| | | | |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 399,965 | | | | | $ | 168,660 | | | | | $ | 43,080,851 | | | |
A
|
| | | $ | 28,124,476 | | | | | $ | (23,080,851) | | | |
B
|
| | | $ | 15,043,625 | | |
| | | | | | | | | | | | | | | | | (15,525,000) | | | |
C
|
| | | | | | | | | | 10,000,000 | | | |
D
|
| | | | | | |
Settlement receivable
|
| | | | 539,389 | | | | | | — | | | | | | — | | | | | | | | | 539,389 | | | | | | — | | | | | | | | | 539,389 | | |
Security deposits
|
| | | | 39,621 | | | | | | — | | | | | | — | | | | | | | | | 39,621 | | | | | | — | | | | | | | | | 39,621 | | |
Other current assets
|
| | | | 88,759 | | | | | | 138,025 | | | | | | — | | | | | | | | | 226,784 | | | | | | — | | | | | | | | | 226,784 | | |
Total current assets
|
| | | | 1,067,734 | | | | | | 306,685 | | | | | | 27,555,851 | | | | | | | | | 28,930,270 | | | | | | (13,080,851) | | | | | | | | | 15,849,419 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 43,080,851 | | | | | | (43,080,851) | | | |
A
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Property and equipment, net
|
| | | | 2,755 | | | | | | — | | | | | | — | | | | | | | | | 2,755 | | | | | | — | | | | | | | | | 2,755 | | |
Intangible assets, net
|
| | | | 3,400,000 | | | | | | — | | | | | | — | | | | | | | | | 3,400,000 | | | | | | — | | | | | | | | | 3,400,000 | | |
Goodwill
|
| | | | 9,310,841 | | | | | | — | | | | | | — | | | | | | | | | 9,310,841 | | | | | | — | | | | | | | | | 9,310,841 | | |
Trademarks
|
| | | | 2,421,267 | | | | | | — | | | | | | — | | | | | | | | | 2,421,267 | | | | | | — | | | | | | | | | 2,421,267 | | |
Deferred tax assets
|
| | | | 4,830 | | | | | | — | | | | | | — | | | | | | | | | 4,830 | | | | | | — | | | | | | | | | 4,830 | | |
Total assets
|
| | | $ | 16,207,427 | | | | | $ | 43,387,536 | | | | | $ | (15,525,000) | | | | | | | | $ | 44,069,963 | | | | | $ | (13,080,851) | | | | | | | | $ | 30,989,112 | | |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term debt
|
| | | $ | 196,935 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 196,935 | | | | | $ | — | | | | | | | | $ | 196,935 | | |
Short-term debt – related party
|
| | | | 1,100,000 | | | | | | 2,713,766 | | | | | | (2,713,766) | | | |
C
|
| | | | 1,100,000 | | | | | | — | | | | | | | | | 1,100,000 | | |
Convertible note
|
| | | | 133,333 | | | | | | — | | | | | | (133,333) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Accounts payable
|
| | | | 4,014,709 | | | | | | 917,113 | | | | | | (420,000) | | | |
C
|
| | | | 4,511,822 | | | | | | — | | | | | | | | | 4,511,822 | | |
Unearned revenue
|
| | | | 1,846,522 | | | | | | — | | | | | | — | | | | | | | | | 1,846,522 | | | | | | — | | | | | | | | | 1,846,522 | | |
Accrued expenses
|
| | | | 503,853 | | | | | | — | | | | | | — | | | | | | | | | 503,853 | | | | | | — | | | | | | | | | 503,853 | | |
Other current liabilities
|
| | | | 459,959 | | | | | | — | | | | | | — | | | | | | | | | 459,959 | | | | | | — | | | | | | | | | 459,959 | | |
Deferred tax liability
|
| | | | 459,441 | | | | | | — | | | | | | — | | | | | | | | | 459,441 | | | | | | — | | | | | | | | | 459,441 | | |
Total current liabilities
|
| | | | 8,714,752 | | | | | | 3,630,879 | | | | | | (3,267,099) | | | | | | | | | 9,078,532 | | | | | | — | | | | | | | | | 9,078,553 | | |
Long-term debt
|
| | | | 767,870 | | | | | | — | | | | | | — | | | | | | | | | 767,870 | | | | | | — | | | | | | | | | 767,870 | | |
Long-term debt – related party
|
| | | | 459,811 | | | | | | — | | | | | | — | | | | | | | | | 459,811 | | | | | | | | | | | | | | | 459,811 | | |
Convertible note
|
| | | | 850,000 | | | | | | — | | | | | | (850,000) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Warrant liabilities
|
| | | | — | | | | | | 327,000 | | | | | | — | | | | | | | | | 327,000 | | | | | | — | | | | | | | | | 327,000 | | |
SAFE Agreement
|
| | | | 248,317 | | | | | | — | | | | | | (248,317) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total long-term liabilities
|
| | | | 2,325,998 | | | | | | 327,000 | | | | | | (1,098,317) | | | | | | | | | 1,554,681 | | | | | | — | | | | | | | | | 1,554,681 | | |
Total liabilities
|
| | | | 11,040,750 | | | | | | 3,957,899 | | | | | | (4,365,416) | | | | | | | | | 10,633,213 | | | | | | — | | | | | | | | | 10,633,213 | | |
Ordinary Shares subject to possible redemption
|
| | | | — | | | | | | 43,080,851 | | | | | | (43,080,851) | | | |
B
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Preferred stock,
|
| | | | 7,836,180 | | | | | | — | | | | | | (7,836,180) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Total mezzanine
|
| | | | 7,836,180 | | | | | | 43,080,851 | | | | | | (50,917,031) | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | 2,274 | | | | | | — | | | | | | (2,274) | | | |
E
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Ordinary shares
|
| | | | — | | | | | | 300 | | | | | | 414 | | | |
B
|
| | | | 2,005 | | | | | | (222) | | | |
B
|
| | | | 1,883 | | |
| | | | | | | | | | | | | | | | | 1,291 | | | |
E
|
| | | | | | | | | | 100 | | | |
D
|
| | | | | | |
Additional paid-in capital
|
| | | | 11,100,072 | | | | | | — | | | | | | 43,080,437 | | | |
B
|
| | | | 59,597,808 | | | | | | (23,080,629) | | | |
B
|
| | | | 46,517,079 | | |
| | | | | | | | | | | | | | | | | 5,417,299 | | | |
E
|
| | | | | | | | | | 9,999,900 | | | |
D
|
| | | | | | |
Accumulated deficit
|
| | | | (13,331,015) | | | | | | (3,651,514) | | | | | | (12,391,234) | | | |
C
|
| | | | (25,722,249) | | | | | | — | | | | | | | | | (25,722,249) | | |
| | | | | | | | | | | | | | | | | 3,651,514 | | | |
E
|
| | | | | | | | | | | | | | | | | |||||
Stock subscription receivable
|
| | | | (440,834) | | | | | | — | | | | | | — | | | | | | | | | (440,834) | | | | | | — | | | | | | | | | (440,834) | | |
Total stockholders’ equity (deficit)
|
| | | | (2,669,503) | | | | | | (3,651,214) | | | | | | 39,757,447 | | | | | | | | | 33,436,730 | | | | | | (13,080,851) | | | | | | | | | 20,355,879 | | |
Total liabilities, mezzanine equity and stockholders’ equity (deficit)
|
| | | $ | 16,207,427 | | | | | $ | 43,387,516 | | | | | $ | (15,525,000) | | | | | | | | $ | 44,069,943 | | | | | $ | (13,080,851) | | | | | | | | $ | 30,989,092 | | |
| | |
Rally
(Historical) |
| |
ATAC
(Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Net Sales
|
| | | $ | 9,271,378 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 9,271,378 | | | | | $ | — | | | | | $ | 9,271,378 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown below)
|
| | | | 9,018,119 | | | | | | — | | | | | | — | | | | | | | | | 9,018,119 | | | | | | — | | | | | | 9,018,119 | | |
Sales, marketing and operations expense
|
| | | | 2,050,765 | | | | | | — | | | | | | — | | | | | | | | | 2,050,765 | | | | | | — | | | | | | 2,050,765 | | |
Depreciation and amortization expense
|
| | | | 323,294 | | | | | | — | | | | | | — | | | | | | | | | 325,978 | | | | | | — | | | | | | 325,978 | | |
General and administrative expense
|
| | | | 541,482 | | | | | | — | | | | | | — | | | | | | | | | 541,482 | | | | | | — | | | | | | 541,482 | | |
Technology and development expense
|
| | | | 325,978 | | | | | | — | | | | | | — | | | | | | | | | 323,294 | | | | | | — | | | | | | 323,294 | | |
Operating expenses
|
| | | | — | | | | | | 1,070,552 | | | | | | — | | | | | | | | | 1,070,552 | | | | | | — | | | | | | 1,070,552 | | |
Total operating expenses
|
| | | | 12,259,638 | | | | | | 1,070,552 | | | | | | — | | | | | | | | | 13,330,190 | | | | | | — | | | | | | 13,330,190 | | |
Loss from operations
|
| | | | (2,988,260) | | | | | | (1,070,552) | | | | | | — | | | | | | | | | (4,058,812) | | | | | | — | | | | | | (4,058,812) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held
in Trust Account |
| | | | — | | | | | | 91,049 | | | | | | (91,049) | | | |
AA
|
| | | | — | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (60,627) | | | | | | — | | | | | | — | | | | | | | | | (60,627) | | | | | | — | | | | | | (60,627) | | |
Change in fair value of derivative instrument
|
| | | | 11,330 | | | | | | 2,065,550 | | | | | | (11,330) | | | |
CC
|
| | | | 2,065,550 | | | | | | — | | | | | | 2,065,550 | | |
Other income, net
|
| | | | 92,733 | | | | | | — | | | | | | — | | | | | | | | | 92,733 | | | | | | — | | | | | | 92,733 | | |
Total other income (expense), net
|
| | | | (43,436) | | | | | | 2,156,599 | | | | | | (102,379) | | | | | | | | | 2,097,656 | | | | | | — | | | | | | 2,097,656 | | |
Income (loss) before income tax benefit
|
| | | | (2,944,824) | | | | | | 1,086,047 | | | | | | (102,379) | | | | | | | | | (1,961,156) | | | | | | — | | | | | | (1,961,156) | | |
Income tax benefit
|
| | | | (3,939) | | | | | | — | | | | | | — | | | | | | | | | (3,939) | | | | | | — | | | | | | (3,939) | | |
Net income (loss)
|
| | | $ | (2,948,763) | | | | | $ | 1,086,047 | | | | | $ | (102,379) | | | | | | | | $ | (1,965,095) | | | | | $ | — | | | | | $ | (1,965,095) | | |
Net income (loss) per share (Note 4): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of ordinary / common shares – basic
|
| | | | 22,740,373 | | | | | | 13,849,185 | | | | | | | | | | | | | | | 20,048,052 | | | | | | | | | | | | 18,831,274 | | |
Basic net income (loss) per
ordinary / common share |
| | | $ | (0.13) | | | | | $ | 0.08 | | | | | | | | | | | | | | $ | (0.10) | | | | | | | | | | | $ | (0.10) | | |
| | |
Rally
(Historical) |
| |
ATAC
(Historical) |
| |
Transaction
Accounting Adjustments (Assuming No Redemption) |
| | | | |
Pro Forma
Combined (Assuming No Redemption) |
| |
Transaction
Accounting Adjustments (Assuming Maximum Redemption) |
| |
Pro Forma
Combined (Assuming Maximum Redemption) |
| ||||||||||||||||||
Net Sales
|
| | | $ | 10,675,903 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 10,675,903 | | | | | $ | — | | | | | $ | 10,675,903 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown below)
|
| | | | 9,510,545 | | | | | | — | | | | | | — | | | | | | | | | 9,510,545 | | | | | | — | | | | | | 9,510,545 | | |
Sales, marketing and operations expense
|
| | | | 1,912,469 | | | | | | — | | | | | | — | | | | | | | | | 1,912,469 | | | | | | — | | | | | | 1,912,469 | | |
Depreciation and amortization
expense |
| | | | 948,328 | | | | | | — | | | | | | — | | | | | | | | | 948,328 | | | | | | — | | | | | | 948,328 | | |
General and administrative expense
|
| | | | 492,967 | | | | | | — | | | | | | — | | | | | | | | | 492,967 | | | | | | — | | | | | | 492,967 | | |
Technology and development expense
|
| | | | 261,206 | | | | | | — | | | | | | — | | | | | | | | | 261,206 | | | | | | — | | | | | | 261,206 | | |
Operating expenses
|
| | | | — | | | | | | 1,116,669 | | | | | | 12,391,234 | | | |
BB
|
| | | | 13,507,903 | | | | | | — | | | | | | 13,507,903 | | |
Total operating expenses
|
| | | | 13,125,515 | | | | | | 1,116,669 | | | | | | 12,391,234 | | | | | | | | | 26,633,418 | | | | | | — | | | | | | 26,633,418 | | |
Loss from operations
|
| | | | (2,449,612) | | | | | | (1,116,669) | | | | | | (12,391,234) | | | | | | | | | (15,957,515) | | | | | | — | | | | | | (15,957,515) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities
held in Trust Account |
| | | | — | | | | | | 21,899 | | | | | | (21,899) | | | |
AA
|
| | | | — | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (98,074) | | | | | | — | | | | | | — | | | | | | | | | (98,074) | | | | | | — | | | | | | (98,074) | | |
Change in fair value of derivative instrument
|
| | | | (59,647) | | | | | | 3,057,450 | | | | | | 59,647 | | | |
CC
|
| | | | 3,057,450 | | | | | | — | | | | | | 3,057,450 | | |
Other income, net
|
| | | | 4,032 | | | | | | — | | | | | | — | | | | | | | | | 4,032 | | | | | | — | | | | | | 4,032 | | |
Total other income (expense), net
|
| | | | (153,689) | | | | | | 3,079,349 | | | | | | (37,748) | | | | | | | | | 2,963,408 | | | | | | — | | | | | | 2,963,408 | | |
Income (loss) before income tax benefit
|
| | | | (2,603,301) | | | | | | 1,962,680 | | | | | | (12,353,486) | | | | | | | | | (12,994,107) | | | | | | — | | | | | | (12,994,107) | | |
Income tax benefit
|
| | | | (6,121) | | | | | | — | | | | | | — | | | | | | | | | (6,121) | | | | | | — | | | | | | (6,121) | | |
Net income (loss)
|
| | | $ | (2,609,422) | | | | | $ | 1,962,680 | | | | | $ | (12,353,486) | | | | | | | | $ | (13,000,228) | | | | | $ | — | | | | | $ | (13,000,228) | | |
Net income (loss) per share (Note 4): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of ordinary / common shares – basic
|
| | | | 22,740,373 | | | | | | 14,500,000 | | | | | | | | | | | | | | | 20,083,052 | | | | | | | | | | | | 18,831,274 | | |
Basic net income (loss) per
ordinary / common share |
| | | $ | (0.11) | | | | | $ | 0.14 | | | | | | | | | | | | | | $ | (0.67) | | | | | | | | | | | $ | (0.69) | | |
Weighted average shares outstanding ordinary / common shares – diluted
|
| | | | | | | | | | 14,500,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted net income per ordinary / common share, non-redeemable
|
| | | | | | | | | $ | 0.14 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
For the six Months Ended
June 30, 2022 |
| |
For the Year Ended
December 31, 2021 |
| ||||||||||||||||||
| | |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro forma net income (loss)
|
| | | $ | (1,965,095) | | | | | $ | (1,965,095) | | | | | $ | (13,000,228) | | | | | $ | (13,000,228) | | |
Weighted average shares outstanding of common stock-basic and diluted
|
| | | | 20,048,052 | | | | | | 18,831,274 | | | | | | 20,048,052 | | | | | | 18,831,274 | | |
Weighted average shares outstanding of | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – basic and diluted
|
| | | $ | (0.10) | | | | | $ | (0.10) | | | | | $ | (0.65) | | | | | $ | (0.69) | | |
Excluded securities:(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Rally Options
|
| | | | — | | | | | | — | | | | | | 2,787,819 | | | | | | 2,787,819 | | |
Public Warrants
|
| | | | 5,750,000 | | | | | | 5,750,000 | | | | | | 5,750,000 | | | | | | 5,750,000 | | |
Private Warrants
|
| | | | 5,450,000 | | | | | | 5,450,000 | | | | | | 5,450,000 | | | | | | 5,450,000 | | |
Name
|
| |
Age
|
| |
Position
|
|
Lisa Harris | | |
61
|
| | Director and Chairman | |
Jorge Marcos | | |
37
|
| | Chief Executive Officer | |
Juan Pablo Visoso | | |
44
|
| | Chief Financial Officer | |
Alberto Pontonio | | |
55
|
| | Director | |
Maurizio Angelone | | |
56
|
| | Director | |
Royce “Ed” Wilson | | |
65
|
| | Director | |
Antonio Garza | | |
63
|
| | Director | |
|
|
| |
|
| |
|
|
|
|
| |
|
|
| | |
For the three months ended
June 30, |
| | | | | | | | | | | | | |
For the six months ended
June 30, |
| | | | | | | | | | | | | |
For the year ended
December 31, |
| | | |||||||||||||||||||||||||||||||||||||
| | | | |
2021
|
| |
CHANGE
|
| |
2022
|
| |
2021
|
| |
CHANGE
|
| |
2021
|
| |
2020
|
| |
CHANGE
|
| ||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
$
|
| |
%
|
| | | | | | | | | | | | | |
$
|
| |
%
|
| | | | | | | | | | | | | |
$
|
| |
%
|
| ||||||||||||||||||
Net Sales
|
| | | $ | 5,948,682 | | | | | $ | 1,597,814 | | | | | | 4,350,868 | | | | | | 272% | | | | | $ | 9,271,378 | | | | | $ | 2,237,886 | | | | | | 7,033,492 | | | | | | 314% | | | | | $ | 10,675,903 | | | | | $ | 4,016,841 | | | | | | 6,659,062 | | | | | | 166% | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown separately below)
|
| | | | 5,903,725 | | | | | | 1,282,149 | | | | | | 4,621,576 | | | | | | 360% | | | | | | 9,018,119 | | | | | | 1,772,863 | | | | | | 7,245,256 | | | | | | 409% | | | | | | 9,510,545 | | | | | | 3,410,528 | | | | | | 6,100,017 | | | | | | 179% | | |
Sales, marketing and operations expense
|
| | | | 1,355,569 | | | | | | 307,933 | | | | | | 1,047,636 | | | | | | 340% | | | | | | 2,050,765 | | | | | | 498,403 | | | | | | 1,552,362 | | | | | | 311% | | | | | | 1,912,469 | | | | | | 954,321 | | | | | | 958,148 | | | | | | 100% | | |
Depreciation and amortization expense
|
| | | | 157,573 | | | | | | 164,016 | | | | | | (6,443) | | | | | | -4% | | | | | | 323,294 | | | | | | 628,910 | | | | | | (305,616) | | | | | | -49% | | | | | | 948,328 | | | | | | 255,151 | | | | | | 693,177 | | | | | | 272% | | |
General and administrative
expenses |
| | | | 396,053 | | | | | | 49,417 | | | | | | 346,636 | | | | | | 701% | | | | | | 541,482 | | | | | | 77,207 | | | | | | 464,275 | | | | | | 601% | | | | | | 492,967 | | | | | | 254,956 | | | | | | 238,010 | | | | | | 93% | | |
Technology and development expense
|
| | | | 176,858 | | | | | | 44,519 | | | | | | 132,339 | | | | | | 297% | | | | | | 325,978 | | | | | | 81,650 | | | | | | 244,328 | | | | | | 299% | | | | | | 261,206 | | | | | | 262,007 | | | | | | (800) | | | | | | 0% | | |
Total operating
expenses |
| | | | 7,989,778 | | | | | | 1,848,034 | | | | | | 6,141,744 | | | | | | 332% | | | | | | 12,259,638 | | | | | | 3,059,033 | | | | | | 9,200,605 | | | | | | 301% | | | | | | 13,125,515 | | | | | | 5,136,963 | | | | | | 7,988,552 | | | | | | 156% | | |
Loss from operations
|
| | | | (2,041,096) | | | | | | (250,219) | | | | | | (1,790,877) | | | | | | 716% | | | | | | (2,988,260) | | | | | | (821,147) | | | | | | (2,167,112) | | | | | | 264% | | | | | | (2,449,612) | | | | | | (1,120,122) | | | | | | (1,329,490) | | | | | | 119% | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | -38,120 | | | | | | (3,047) | | | | | | (35,073) | | | | | | 1151% | | | | | | -60,627 | | | | | | (12,713) | | | | | | (47,914) | | | | | | 377% | | | | | | -98,074 | | | | | | (56,174) | | | | | | (41,900) | | | | | | 75% | | |
Fair Value in Excess of Stated Value of Derivative Instrument
|
| | | | 0 | | | | | | — | | | | | | — | | | | | | 100% | | | | | | 11,330 | | | | | | — | | | | | | 11,330 | | | | | | 100% | | | | | | -59,647 | | | | | | — | | | | | | (59,647) | | | | | | 100% | | |
Other income, net
|
| | | | 92,733 | | | | | | 2 | | | | | | 92,731 | | | | | | 4,635,550% | | | | | | 92,733 | | | | | | 3,785 | | | | | | 88,948 | | | | | | 2350% | | | | | | 4,032 | | | | | | 7,069 | | | | | | (3,037) | | | | | | -43% | | |
Other income, net
|
| | | | 54,613 | | | | | | (3,045) | | | | | | 57,658 | | | | | | -1894% | | | | | | 43,436 | | | | | | (8,928) | | | | | | 52,364 | | | | | | -587% | | | | | | (153,689) | | | | | | (49,105) | | | | | | (104,584) | | | | | | 213% | | |
Net loss before income
taxes |
| | | | (1,986,483) | | | | | | (253,264) | | | | | | (1,733,219) | | | | | | 684% | | | | | | (2,944,824) | | | | | | (830,075) | | | | | | (2,114,749) | | | | | | 255% | | | | | | (2,603,301) | | | | | | (1,169,227) | | | | | | (1,434,074) | | | | | | 123% | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0% | | | | | | 3,939 | | | | | | (128) | | | | | | 4,067 | | | | | | -3177% | | | | | | 6,121 | | | | | | 2,493 | | | | | | 3,627 | | | | | | 145% | | |
Net loss
|
| | |
$
|
(1,986,483)
|
| | | |
$
|
(253,264)
|
| | | | | (1,733,219) | | | | | | 684% | | | | |
$
|
(2,948,763)
|
| | | |
$
|
(829,947)
|
| | | | | (2,118,816) | | | | | | 255% | | | | |
$
|
(2,609,422)
|
| | | |
$
|
(1,171,720)
|
| | | | | (1,437,702) | | | | | | 123% | | |
| | |
For the six months ended
June 30, |
| |
For the year ended
December 31, |
| ||||||||||||||||||
| | | | |
2021
|
| |
2021
|
| |
2020
|
| |||||||||||||
Net cash (used in) provided by operating activities
|
| | | $ | (731,870) | | | | | $ | (99,982) | | | | | $ | (318,925) | | | | | $ | (1,603,034) | | |
Net cash used in investing activities
|
| | | | (91,412) | | | | | | 171,423 | | | | | | 124,690 | | | | | | (174,149) | | |
Net cash provided by financing activities
|
| | | | 351,261 | | | | | | 167,164 | | | | | | 762,238 | | | | | | 1,995,278 | | |
Net change in cash, cash equivalents and restricted
cash |
| | | | (472,021) | | | | | | 238,605 | | | | | | 568,003 | | | | | | 218,095 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Numaan Akram | | |
43
|
| | Chief Executive Officer; Director | |
[ ] | | |
[ ]
|
| | Chief Financial Officer | |
Narinder Singh | | |
50
|
| | Chief Operating Officer; Director | |
Siheun Song | | |
37
|
| | Senior Vice President of Events; Director | |
Axel Hellman | | |
28
|
| | Senior Vice President of Lines | |
Jorge Marcos | | |
37
|
| | Independent Director | |
Alberto Pontonio | | |
55
|
| | Independent Director | |
[ ] | | |
[ ]
|
| | Independent Director | |
[ ] | | |
[ ]
|
| | Independent Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| ||||||||||||||||||
Numaan Akram
Chief Executive Officer |
| | | | 2021 | | | | | | 85,000 | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 105,000 | | |
| | | 2020 | | | | | | 85,000 | | | | | | — | | | | | | — | | | | | | 20,000 | | | | | | 105,000 | | | ||
Narinder Singh
Chief Operating Officer |
| | | | 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | |
| | | 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0 | | | ||
Siheun Song
Vice President of Events |
| | | | 2021 | | | | | | 85,000 | | | | | | — | | | | | $ | 6,000 | | | | | | — | | | | | | 91,000 | | |
| | | 2020 | | | | | | 85,000 | | | | | | — | | | | | $ | 9,854 | | | | | | — | | | | | | 94,854 | | | ||
Axel Hellman
Vice President of Lines |
| | | | 2021 | | | | | | 85,000 | | | | | | — | | | | | $ | 45,697 | | | | | | — | | | | | | 130,697 | | |
| | | 2020 | | | | | | 85,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,000 | | |
Name and Address of Beneficial Owners
|
| |
Prior to the
Business Combination |
| |
Assuming
No Redemption |
| |
Assuming
Maximum Redemption |
| |||||||||||||||||||||||||||
|
Number of
Shares |
| |
Percentage
|
| |
Number of
Shares |
| |
Percentage
|
| |
Number of
Shares |
| |
Percentage
|
| ||||||||||||||||||||
Officers and Directors Prior to the Transactions:(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lisa Harris
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Juan Pablo Visoso
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Alberto Pontonio
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Maurizio Angelone
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Antonio Garza
|
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
All Directors and Officers as a group
(6 Individuals) |
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | |
Officers and Directors After the Transactions:(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numaan Akram(3)
|
| | | | | | | | | | % | | | | | | 1,373,599 | | | | | | 6.03% | | | | | | 1,373,599 | | | | | | 6.38% | | |
| | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | | | | — | | | | | | —% | | | |
Alberto Pontonio
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Narinder Singh
|
| | | | — | | | | | | —% | | | | | | 3,165,967 | | | | | | 13.91% | | | | | | 3,165,967 | | | | | | 14.70% | | |
[ ]
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
[ ]
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
[ ]
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Siheun Song
|
| | | | — | | | | | | —% | | | | | | 500,000 | | | | | | *% | | | | | | 500,000 | | | | | | *% | | |
Axel Hellman
|
| | | | — | | | | | | —% | | | | | | 60,919 | | | | | | *% | | | | | | 60,919 | | | | | | *% | | |
All Directors and Officers as a group
(9 Individuals) |
| | | | — | | | | | | —% | | | | | | 4,751,680 | | | | | | 20.88% | | | | | | 4,751,680 | | | | | | 22.06% | | |
Greater than 5% Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ATAC Limited Partnership(4)
|
| | | | 2,875,000 | | | | | | 40.28% | | | | | | 2,875,000 | | | | | | 12.63% | | | | | | 2,875,000 | | | | | | 13.34% | | |
Shaolin Capital Management
LLC(5) |
| | | | 979,314 | | | | | | 13.72% | | | | | | 979,314 | | | | | | 4.30% | | | | | | 979,314 | | | | | | 4.55% | | |
Feis Equities LLC(6)
|
| | | | 746,836 | | | | | | 10.46% | | | | | | 746,836 | | | | | | 3.28% | | | | | | 746,836 | | | | | | 3.47% | | |
Numaan Incorporated(3)
|
| | | | — | | | | | | — | | | | | | 1,373,068 | | | | | | 6.03% | | | | | | 1,373,068 | | | | | | 6.38% | | |
| | |
Page
|
| |||
Unaudited Condensed Financial Statements of Americas Technology Acquisition Corp. | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Audited Condensed Financial Statements of Americas Technology Acquisition Corp. | | | | | | | |
| | | | F-25 | | | |
| | | | F-26 | | | |
| | | | F-27 | | | |
| | | | F-28 | | | |
| | | | F-29 | | | |
| | | | F-30 | | | |
Unaudited Condensed Consolidated Financial Statements of Rally Communitas Corp. | | | | | | | |
| | | | F-45 | | | |
| | | | F-46 | | | |
| | | | F-47 | | | |
| | | | F-48 | | | |
| | | | F-49 | | | |
Audited Consolidated Financial Statements of Rally Communitas Corp. | | | | | | | |
| | | | F-69 | | | |
| | | | F-70 | | | |
| | | | F-71 | | | |
| | | | F-72 | | | |
| | | | F-73 | | | |
| | | | F-74 | | |
| | | | | | ||||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 168,660 | | | | | $ | 635,169 | | |
Prepaid expenses
|
| | | | 122,500 | | | | | | 170,000 | | |
Due from Sponsor – reimbursable expenses
|
| | | | 15,525 | | | | | | 4,175 | | |
Total Current Assets
|
| | | | 306,685 | | | | | | 809,344 | | |
Cash and marketable securities held in Trust Account
|
| | | | 43,080,851 | | | | | | 116,173,808 | | |
TOTAL ASSETS
|
| | | $ | 43,387,536 | | | | | $ | 116,983,152 | | |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 917,133 | | | | | $ | 349,240 | | |
Promissory note – related party
|
| | | | 2,713,766 | | | | | | — | | |
Total Current Liabilities
|
| | | | 3,630,899 | | | | | | 349,240 | | |
Warrant liabilities
|
| | | | 327,000 | | | | | | 2,392,550 | | |
Total Liabilities
|
| | | | 3,957,899 | | | | | | 2,741,790 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption, $0.0001 par value; 4,137,658
and 11,500,000 shares at a redemption value of $10.41 and $10.10 per share as of June 30, 2022 and December 31, 2021, respectively. |
| | | | 43,080,851 | | | | | | 116,150,000 | | |
Shareholders’ Deficit | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding
|
| | | | — | | | | | | — | | |
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,000,000
shares issued and outstanding (excluding 4,137,658 and 11,500,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021, respectively. |
| | | | 300 | | | | | | 300 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (3,651,514) | | | | | | (1,908,938) | | |
Total Shareholders’ Deficit
|
| | | | (3,651,214) | | | | | | (1,908,638) | | |
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE
REDEMPTION AND SHAREHOLDERS’ DEFICIT |
| | | $ | 43,387,536 | | | | | $ | 116,983,152 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | | | |
2021
|
| |
2022
|
| |
2021
|
| |||||||||||||
General and administrative expenses
|
| | | $ | 709,179 | | | | | $ | 271,181 | | | | | $ | 1,070,552 | | | | | $ | 396,499 | | |
Loss from operations
|
| | | | (709,179) | | | | | | (271,181) | | | | | | (1,070,552) | | | | | | (396,499) | | |
Other income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | 269,775 | | | | | | (545,000) | | | | | | 2,065,550 | | | | | | 1,907,500 | | |
Interest earned on investments held in Trust Account
|
| | | | 99,960 | | | | | | 624 | | | | | | 102,841 | | | | | | 15,422 | | |
Unrealized loss on investments
|
| | | | (11,792) | | | | | | — | | | | | | (11,792) | | | | | | — | | |
Total other income (expense), net
|
| | | | 357,943 | | | | | | (544,376) | | | | | | 2,156,599 | | | | | | 1,922,922 | | |
Net income (loss)
|
| | | $ | (351,236) | | | | | $ | (815,557) | | | | | $ | 1,086,047 | | | | | $ | 1,526,423 | | |
Weighted average shares outstanding, Ordinary shares
|
| | |
|
10,656,072
|
| | | |
|
14,500,000
|
| | | |
|
13,849,185
|
| | | |
|
14,500,000
|
| |
Basic and diluted net income (loss) per share, Ordinary shares
|
| | | $ | (0.03) | | | | | $ | (0.06) | | | | | $ | 0.08 | | | | | $ | 0.11 | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – January 1, 2022
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (1,908,938) | | | | | $ | (1,908,638) | | |
Accretion of Ordinary Shares to redemption value
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,300,000) | | | | | | (2,300,000) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,437,283 | | | | | | 1,437,283 | | |
Balance – March 31, 2022
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (2,771,655) | | | | | $ | (2,771,355) | | |
Accretion of Ordinary Shares to redemption value
|
| | | | — | | | | | | — | | | | | | — | | | | | | (528,623) | | | | | | (528,623) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (351,236) | | | | | | (351,236) | | |
Balance – June 30, 2022
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (3,651,514) | | | | | $ | (3,651,214) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – January 1, 2021
|
| | | | 3,000,000 | | | | | | 300 | | | | | $ | — | | | | | | (3,871,618) | | | | | | (3,871,318) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,341,980 | | | | | | 2,341,980 | | |
Balance – March 31, 2021
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (1,529,638) | | | | | $ | (1,529,338) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (815,557) | | | | | | (815,557) | | |
Balance – June 30, 2021
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (2,345,195) | | | | | $ | (2,344,895) | | |
| | |
For the Six Months Ended
June 30, |
| |||||||||
| | | | |
2021
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 1,086,047 | | | | | $ | 1,526,423 | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Change in fair value of derivative warrant liabilities
|
| | | | (2,065,550) | | | | | | (1,907,500) | | |
Interest earned on cash and marketable securities held in Trust Account
|
| | | | (102,841) | | | | | | (15,422) | | |
Unrealized gain/loss on cash and marketable securities held in Trust Account
|
| | | | 11,792 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | 47,500 | | | | | | 96,070 | | |
Accounts payable and accrued expenses
|
| | | | 567,893 | | | | | | 65,891 | | |
Deferred consulting fee payable
|
| | | | (11,350) | | | | | | — | | |
Net cash used in operating activities
|
| | | | (466,509) | | | | | | (234,538) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (2,713,766) | | | | | | — | | |
Cash withdrawn from Trust Account in connection with redemption
|
| | | | 75,897,772 | | | | | | | | |
Net cash provided by investing activities
|
| | |
|
73,184,006
|
| | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from promissory note – related party
|
| | | | 2,713,766 | | | | | | — | | |
Redemption of ordinary shares
|
| | | | (75,897,772) | | | | | | | | |
Net cash used in financing activities
|
| | |
|
(73,184,006)
|
| | | | | — | | |
Net Change in Cash
|
| | | | (466,509) | | | | | | (234,538) | | |
Cash – Beginning
|
| | | | 635,169 | | | | | | 1,253,202 | | |
Cash – Ending | | | | $ | 168,660 | | | | | $ | 1,018,664 | | |
|
Gross proceeds
|
| | | $ | 115,000,000 | | |
| Less: | | | | | | | |
|
Fair Value of Public Warrants at issuance
|
| | | | (4,427,500) | | |
|
Ordinary shares issuance costs
|
| | | | (2,697,608) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 8,275,108 | | |
|
Ordinary shares subject to possible redemption, December 31, 2021
|
| | | | 116,150,000 | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 2,828,623 | | |
| Less: | | | | | | | |
|
Public shares redeemed
|
| | | | (75,897,772) | | |
|
Ordinary shares subject to possible redemption, June 30, 2022
|
| | | $ | 43,080,851 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | | | |
2021
|
| |
2022
|
| |
2021
|
| |||||||||||||
| | |
Ordinary
Shares |
| |
Ordinary
Shares |
| |
Ordinary
Shares |
| |
Ordinary
Shares |
| ||||||||||||
Basic and diluted net income (loss) per ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss), as
adjusted |
| | | $ | (351,236) | | | | | $ | (815,557) | | | | | $ | 1,086,047 | | | | | $ | 1,526,423 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 10,656,072 | | | | | | 14,500,000 | | | | | | 13,849,185 | | | | | | 14,500,000 | | |
Basic and diluted net income (loss) per ordinary share
|
| | | $ | (0.03) | | | | | $ | (0.06) | | | | | $ | 0.08 | | | | | $ | 0.11 | | |
Description
|
| |
Level
|
| | | | | |||||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Cash and marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 43,080,851 | | | | | $ | 116,173,808 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Warrant Liabilities – Private Placement Warrants
|
| | | | 3 | | | | | $ | 327,000 | | | | | $ | 2,392,550 | | |
Convertible Promissory Note
|
| | | | 3 | | | | | $ | 1,150,000 | | | | | $ | — | | |
Input
|
| | | | | ||||||||
Risk-free interest rate
|
| | | | 2.98% | | | | | | 1.14% | | |
Dividend yield
|
| | | | 0.00% | | | | | | 0.00% | | |
Implied volatility
|
| | | | 0.0% | | | | | | 9.1% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Market Stock Price
|
| | | $ | 10.31 | | | | | $ | 10.13 | | |
| | |
Private
Placement Warrants |
| |||
Fair value as of January 1, 2022
|
| | | $ | 2,392,550 | | |
Change in valuation inputs or other assumptions
|
| | | | (1,795,775) | | |
Fair Value as at March 31, 2022
|
| | | | 596,775 | | |
Change in valuation inputs or other assumptions
|
| | | | (269,775) | | |
Fair value as of June 30, 2022
|
| | | $ | 327,000 | | |
| | |
Private
Placement Warrants |
| |||
Fair value as of January 1, 2021
|
| | | $ | 5,450,000 | | |
Change in valuation inputs or other assumptions
|
| | | | (2,452,500) | | |
Fair Value as at March 31, 2021
|
| | | | 2,997,500 | | |
Change in valuation inputs or other assumptions
|
| | | | 545,000 | | |
Fair value as of June 30, 2021
|
| | | $ | 3,542,500 | | |
| | | | | | ||||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 635,169 | | | | | $ | 1,253,202 | | |
Prepaid expenses
|
| | | | 170,000 | | | | | | 331,863 | | |
Due from Sponsor – reimbursable expenses
|
| | | | 4,175 | | | | | | — | | |
Total Current Assets
|
| | | | 809,344 | | | | | | 1,585,065 | | |
Marketable securities held in Trust Account
|
| | | | 116,173,808 | | | | | | 116,151,909 | | |
TOTAL ASSETS
|
| | | $ | 116,983,152 | | | | | $ | 117,736,974 | | |
LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 349,240 | | | | | $ | 8,292 | | |
Total Current Liabilities
|
| | | | 349,240 | | | | | | 8,292 | | |
Warrant liabilities
|
| | | | 2,392,550 | | | | | | 5,450,000 | | |
Total Liabilities
|
| | | | 2,741,790 | | | | | | 5,458,292 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Ordinary Shares subject to possible redemption, $0.0001 par value; 11,500,000 shares at a redemption value of $10.10 per share as of December 31, 2021 and 2020
|
| | | | 116,150,000 | | | | | | 116,150,000 | | |
Shareholders’ Deficit | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares
issued and outstanding |
| | | | — | | | | | | — | | |
Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 3,000,000 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of December 31, 2021 and 2020
|
| | | | 300 | | | | | | 300 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (1,908,938) | | | | | | (3,871,618) | | |
Total Shareholders’ Deficit
|
| | | | (1,908,638) | | | | | | (3,871,318) | | |
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
|
| | | $ | 116,983,152 | | | | | $ | 117,736,974 | | |
| | | | | | ||||||||
General and administrative expenses
|
| | | $ | 1,116,669 | | | | | $ | 36,378 | | |
Loss from operations
|
| | | | (1,116,669) | | | | | | (36,378) | | |
Other income (expense): | | | | | | | | | | | | | |
Change in fair value of warrant liabilities
|
| | | | 3,057,450 | | | | | | (1,199,000) | | |
Transaction costs allocable to warrant liabilities
|
| | | | — | | | | | | (15,378) | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 21,899 | | | | | | 1,909 | | |
Total other income (expense), net
|
| | | | 3,079,349 | | | | | | (1,212,469) | | |
Net income (loss)
|
| | | $ | 1,962,680 | | | | | $ | (1,248,847) | | |
Weighted average shares outstanding, ordinary shares
|
| | | | 14,500,000 | | | | | | 13,806,452 | | |
Basic and diluted net income (loss) per share, ordinary shares
|
| | | $ | 0.14 | | | | | $ | (0.09) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance – September 8, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Ordinary shares issued to Sponsor
|
| | | | 2,875,000 | | | | | | 287 | | | | | | 24,713 | | | | | | — | | | | | | 25,000 | | |
Accretion of ordinary shares to redemption value
|
| | | | — | | | | | | — | | | | | | (5,652,337) | | | | | | (2,622,771) | | | | | | (8,275,108) | | |
Sale of Private Placement Warrants in excess of fair value
|
| | | | — | | | | | | — | | | | | | 4,427,500 | | | | | | — | | | | | | 4,427,500 | | |
Sale of 5,450,000 Private Placement Warrants in excess of fair value
|
| | | | — | | | | | | — | | | | | | 1,199,000 | | | | | | — | | | | | | 1,199,000 | | |
Issuance of Representative Shares
|
| | | | 125,000 | | | | | | 13 | | | | | | 1,124 | | | | | | — | | | | | | 1,137 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,248,847) | | | | | | (1,248,847) | | |
Balance – December 31, 2020
|
| | | | 3,000,000 | | | | | | 300 | | | | | $ | — | | | | | | (3,871,618) | | | | | | (3,871,318) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,962,680 | | | | | | 1,962,680 | | |
Balance – December 31, 2021
|
| | | | 3,000,000 | | | | | $ | 300 | | | | | $ | — | | | | | $ | (1,908,938) | | | | | $ | (1,908,638) | | |
| | | | | | ||||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 1,962,680 | | | | | $ | (1,248,847) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Formation cost paid by Sponsor in exchange for issuance of founder shares
|
| | | | — | | | | | | 5,000 | | |
Change in fair value of warrant liabilities
|
| | | | (3,057,450) | | | | | | 1,199,000 | | |
Transaction costs allocable to warrant liabilities
|
| | | | — | | | | | | 15,378 | | |
Interest earned on investments held in Trust Account
|
| | | | (21,899) | | | | | | (1,909) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | 161,863 | | | | | | (331,863) | | |
Due from Sponsor
|
| | | | (4,175) | | | | | | — | | |
Accrued expenses
|
| | | | 340,948 | | | | | | 8,292 | | |
Net cash used in operating activities
|
| | | | (618,033) | | | | | | (354,949) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash in Trust Account
|
| | | | — | | | | | | (116,150,000) | | |
Net cash used in investing activities
|
| | | | — | | | | |
|
(116,150,000)
|
| |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | — | | | | | | 112,700,000 | | |
Proceeds from sale of Private Warrants
|
| | | | — | | | | | | 5,450,000 | | |
Proceeds from promissory note – related party
|
| | | | — | | | | | | 38,496 | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (122,465) | | |
Payments of offering costs
|
| | | | — | | | | | | (307,880) | | |
Net cash provided by financing activities
|
| | | | — | | | | |
|
117,758,151
|
| |
Net Change in Cash
|
| | | | (618,033) | | | | | | 1,253,202 | | |
Cash – Beginning of period
|
| | | | 1,253,202 | | | | | | — | | |
Cash – End of period
|
| | | $ | 635,169 | | | | | $ | 1,253,202 | | |
Non-Cash Investing and Financing Activities: | | | | | | | | | | | | | |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares
|
| | | $ | — | | | | | $ | 25,000 | | |
Issuance of Representative Shares
|
| | | $ | — | | | | | $ | 1,137 | | |
Offering costs paid through promissory note – related party
|
| | | $ | — | | | | | $ | 78,969 | | |
|
Gross proceeds
|
| | | $ | 115,000,000 | | |
| Less: | | | | | | | |
|
Fair Value of Public Warrants at issuance
|
| | | | (4,427,500) | | |
|
Class A ordinary shares issuance costs
|
| | | | (2,697,608) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 8,275,108 | | |
|
Ordinary shares subject to possible redemption
|
| | | $ | 116,150,000 | | |
| | | | | | ||||||||
| | |
Ordinary Shares
|
| |
Ordinary Shares
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Allocation of net income (loss), as adjusted
|
| | | $ | 1,962,680 | | | | | $ | (1,248,847) | | |
Denominator: | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 14,500,000 | | | | | | 13,806,452 | | |
Basic and diluted net income (loss) per ordinary share
|
| | | $ | 0.14 | | | | | $ | (0.09) | | |
Description
|
| |
Level
|
| | | |||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 116,173,808 | | |
Liabilities: | | | | | | | | | | | | | |
Warrant Liabilities – Private Placement Warrants
|
| | | | 3 | | | | | $ | 2,392,550 | | |
| | | | | |
Level
|
| |
Amortized
Cost |
| |
Gross
Holding Loss |
| |
Fair Value
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Held-To-Maturity Investments
|
| |
U.S. Treasury Securities (Mature on 3/18/2021)
|
| | | | 1 | | | | | $ | 116,151,298 | | | | | $ | (1,562) | | | | | $ | 116,149,737 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Private Placement Warrants
|
| | Private Placement Warrants | | | | | 3 | | | | | $ | — | | | | | $ | — | | | | | $ | 5,450,000 | | |
Input
|
| | | | | ||||||||
Risk-free interest rate
|
| | | | 1.14% | | | | | | 0.41% | | |
Dividend yield
|
| | | | 0.00% | | | | | | 0.00% | | |
Implied volatility
|
| | | | 9.1% | | | | | | 17.00% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Market Stock Price
|
| | | $ | 10.13 | | | | | $ | 9.78 | | |
| | |
Private
Placement Warrants |
| |||
Fair value as of September 8, 2020 (inception)
|
| | | $ | — | | |
Initial measurement on December 17, 2020 (IPO)
|
| | | | 4,251,000 | | |
Change in valuation inputs or other assumptions
|
| | | | 1,199,000 | | |
Fair value as of December 31, 2020
|
| | | | 5,450,000 | | |
Change in valuation inputs or other assumptions
|
| | | | (3,057,450) | | |
Fair value as of December 31, 2021
|
| | | $ | 2,392,550 | | |
| | | | | | ||||||||
| | |
(Unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 399,965 | | | | | $ | 871,986 | | |
Settlements receivable
|
| | | | 539,389 | | | | | | 109,987 | | |
Security deposits
|
| | | | 39,621 | | | | | | 60,660 | | |
Other current assets
|
| | | | 88,759 | | | | | | 72,660 | | |
Total current assets
|
| | | | 1,067,734 | | | | | | 1,115,293 | | |
Property and equipment, net
|
| | | | 2,755 | | | | | | 3,471 | | |
Intangible assets, net
|
| | | | 2,421,267 | | | | | | 2,652,434 | | |
Goodwill
|
| | | | 9,310,841 | | | | | | 9,310,841 | | |
Trademarks
|
| | | | 3,400,000 | | | | | | 3,400,000 | | |
Deferred tax asset
|
| | | | 4,830 | | | | | | — | | |
| | | | | 15,139,693 | | | | | | 15,366,746 | | |
Total assets
|
| | | $ | 16,207,427 | | | | | $ | 16,482,039 | | |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Short-term debt
|
| | | $ | 196,935 | | | | | $ | 207,193 | | |
Short-term debt – related party
|
| | | | 1,100,000 | | | | | | 1,102,609 | | |
Current portion of convertible notes
|
| | | | 133,333 | | | | | | — | | |
Accounts payable
|
| | | | 4,014,709 | | | | | | 2,942,692 | | |
Unearned revenue
|
| | | | 1,846,522 | | | | | | 1,250,910 | | |
Deferred tax liability
|
| | | | 459,441 | | | | | | 459,441 | | |
Accrued expenses
|
| | | | 503,853 | | | | | | 144,953 | | |
Other current liabilities
|
| | | | 459,959 | | | | | | 145,978 | | |
Total current liabilities
|
| | | | 8,714,752 | | | | | | 6,253,776 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term debt
|
| | | | 767,870 | | | | | | 643,777 | | |
Long-term debt – related party
|
| | | | 459,811 | | | | | | 459,811 | | |
Convertible notes
|
| | | | 850,000 | | | | | | 983,333 | | |
SAFE agreement
|
| | | | 248,317 | | | | | | 109,647 | | |
Total long-term liabilities
|
| | | | 2,325,998 | | | | | | 2,196,568 | | |
Total liabilities
|
| | | | 11,040,750 | | | | | | 8,450,344 | | |
Commitments and contingencies (Note 13) | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 17,993,110 shares authorized; 17,993,110 shares issued and outstanding as of June 30, 2022 and December 31, 2021
|
| | | | 7,836,180 | | | | | | 7,836,180 | | |
Stockholders’ (deficit) equity | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 22,740,373 shares issued and outstanding as of June 30, 20222 and December 31, 2021, respectively
|
| | | | 2,274 | | | | | | 2,274 | | |
Additional paid-in capital
|
| | | | 11,100,072 | | | | | | 11,089,138 | | |
Stock subscription receivable
|
| | | | (440,834) | | | | | | (513,645) | | |
Accumulated deficit
|
| | | | (13,331,015) | | | | | | (10,382,252) | | |
Total stockholders’ (deficit) equity
|
| | | | (2,669,503) | | | | | | 195,515 | | |
Total liabilities, mezzanine equity and stockholders’ (deficit) equity
|
| | | $ | 16,207,427 | | | | | $ | 16,482,039 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | | | |
2021
|
| |
2022
|
| |
2021
|
| |||||||||||||
Net Sales
|
| | | $ | 5,948,682 | | | | | $ | 1,597,814 | | | | | $ | 9,271,378 | | | | | $ | 2,237,886 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown separately below)
|
| | | | 5,903,725 | | | | | | 1,282,149 | | | | | | 9,018,119 | | | | | | 1,772,863 | | |
Sales, marketing and operations expense
|
| | | | 1,355,569 | | | | | | 307,933 | | | | | | 2,050,765 | | | | | | 498,403 | | |
Depreciation and amortization expense
|
| | | | 157,573 | | | | | | 164,016 | | | | | | 323,294 | | | | | | 628,910 | | |
General and administrative expense
|
| | | | 396,053 | | | | | | 49,417 | | | | | | 541,482 | | | | | | 77,207 | | |
Technology and development expense
|
| | | | 176,858 | | | | | | 44,519 | | | | | | 325,978 | | | | | | 81,650 | | |
Total operating expenses
|
| | | | 7,989,778 | | | | | | 1,848,034 | | | | | | 12,259,638 | | | | | | 3,059,033 | | |
Loss from operations
|
| | | | (2,041,096) | | | | | | (250,219) | | | | | | (2,988,260) | | | | | | (821,147) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (38,120) | | | | | | (3,047) | | | | | | (60,627) | | | | | | (12,713) | | |
Fair value in excess of stated value of derivative instrument
|
| | | | — | | | | | | — | | | | | | 11,330 | | | | | | — | | |
Other income, net
|
| | | | 92,733 | | | | | | 2 | | | | | | 92,733 | | | | | | 3,785 | | |
Total other income (expense)
|
| | | | 54,613 | | | | | | (3,045) | | | | | | 43,436 | | | | | | (8,928) | | |
Net loss before income taxes
|
| | | | (1,986,483) | | | | | | (253,264) | | | | | | (2,944,824) | | | | | | (830,075) | | |
Income tax expense (benefit)
|
| | | | — | | | | | | — | | | | | | 3,939 | | | | | | (128) | | |
Net loss
|
| | | $ | (1,986,483) | | | | | $ | (253,264) | | | | | $ | (2,948,763) | | | | | $ | (829,947) | | |
Weighted average common stock outstanding, basic and diluted
|
| | | | 22,740,373 | | | | | | 22,740,373 | | | | | | 22,740,373 | | | | | | 22,740,373 | | |
Basic and diluted net loss per share attributable to
common stockholders |
| | | $ | (0.09) | | | | | $ | (0.01) | | | | | $ | (0.13) | | | | | $ | (0.04) | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Stock
Subscription Receivable |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance, January 1, 2022
|
| | | | 17,993,110 | | | | | $ | 7,836,180 | | | | | | | 22,740,373 | | | | | $ | 2,274 | | | | | $ | 11,089,138 | | | | | $ | (513,645) | | | | | $ | (10,382,252) | | | | | $ | 195,515 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 3,262 | | | | | | — | | | | | | — | | | | | | 3,262 | | |
Amount recovered from a shareholder against stock subscription receivable
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 32,135 | | | | | | — | | | | | | 32,135 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (962,280) | | | | | | (962,280) | | |
Balance, March 31, 2022
|
| | | | 17,993,110 | | | | | $ | 7,836,180 | | | | | | | 22,740,373 | | | | | | 2,274 | | | | | | 11,092,400 | | | | | | (481,510) | | | | | | (11,344,532) | | | | | | (731,368) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 7,672 | | | | | | — | | | | | | — | | | | | | 7,672 | | |
Amount recovered from a shareholder against stock subscription receivable
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,676 | | | | | | — | | | | | | 40,676 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,986,483) | | | | | | (1,986,483) | | |
Balance, June 30, 2022
|
| | | | 17,993,110 | | | | | $ | 7,836,180 | | | | | | | 22,740,373 | | | | | | 2,274 | | | | | | 11,100,072 | | | | | | (440,834) | | | | | | (13,331,015) | | | | | | (2,669,504) | | |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Stock
Subscription Receivable |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance, January 1, 2021
|
| | | | 10,927,246 | | | | | $ | 3,516,180 | | | | | | | 16,519,804 | | | | | $ | 1,652 | | | | | $ | 865,807 | | | | | $ | (544,855) | | | | | $ | (7,772,830) | | | | | $ | (7,450,226) | | |
Issuance of preferred stock and common stock in connection with Rally acquisition
|
| | | | 7,065,864 | | | | | | 4,320,000 | | | | | | | 6,220,569 | | | | | | 622 | | | | | | 10,195,897 | | | | | | — | | | | | | — | | | | | | 10,196,519 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,610 | | | | | | — | | | | | | — | | | | | | 4,610 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (576,683) | | | | | | (576,683) | | |
Balance, March 31, 2021
|
| | | | 17,993,110 | | | | | $ | 7,836,180 | | | | | | | 22,740,373 | | | | | $ | 2,274 | | | | | $ | 11,066,314 | | | | | $ | (544,855) | | | | | | (8,349,513) | | | | | | 2,174,219 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,885 | | | | | | — | | | | | | — | | | | | | 5,885 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (253,264) | | | | | | (253,264) | | |
Balance, June 30, 2021
|
| | | | 17,993,110 | | | | | $ | 7,836,180 | | | | | | | 22,740,373 | | | | | | 2,274 | | | | | | 11,072,199 | | | | | | (544,855) | | | | | | (8,602,778) | | | | | | 1,926,840 | | |
| | |
For the six months ended
June 30, |
| |||||||||
| | | | |
2021
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,948,763) | | | | | | (829,947) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 323,294 | | | | | | 628,910 | | |
Share-based compensation expense
|
| | | | 10,934 | | | | | | — | | |
Stock issued in exchange for services
|
| | | | 72,811 | | | | | | 10,495 | | |
Fair value in excess of stated value of derivative instrument
|
| | | | (11,330) | | | | | | — | | |
Income from loan forgiveness
|
| | | | (90,034) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Settlements receivable
|
| | | | (429,402) | | | | | | 695 | | |
Other current assets
|
| | | | 4,940 | | | | | | 86,906 | | |
Accounts payable
|
| | | | 1,072,018 | | | | | | (268,033) | | |
Accrued expenses
|
| | | | 358,900 | | | | | | 93,551 | | |
Other current and non-current liabilities
|
| | | | 313,980 | | | | | | 48,344 | | |
Deferred taxes
|
| | | | (4,830) | | | | | | (1,926) | | |
Unearned revenue
|
| | | | 595,612 | | | | | | 131,023 | | |
Net cash used in operating activities
|
| | | | (731,870) | | | | | | (99,982) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Cash acquired as part of acquisition (see Note 3)
|
| | | | — | | | | | | 185,375 | | |
Software development costs
|
| | | | (91,412) | | | | | | (13,952) | | |
Net cash (used in) provided by investing activities
|
| | | | (91,412) | | | | | | 171,423 | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of convertible notes
|
| | | | — | | | | | | 133,333 | | |
Proceeds from issuance of Safe notes
|
| | | | 150,000 | | | | | | — | | |
Proceeds from the issuance of debt
|
| | | | 350,000 | | | | | | 108,340 | | |
Repayments of debt
|
| | | | (146,130) | | | | | | (78,158) | | |
Proceeds from the issuance of related party debt
|
| | | | 9,100 | | | | | | 5,000 | | |
Repayments of related party debt
|
| | | | (11,709) | | | | | | (1,350) | | |
Net cash provided by financing activities
|
| | | | 351,261 | | | | | | 167,165 | | |
Net change in cash and cash equivalents
|
| | | | (472,021) | | | | | | 238,606 | | |
Cash and cash equivalents – Beginning
|
| | | | 871,986 | | | | | | 303,983 | | |
Cash and cash equivalents – Ending
|
| | | $ | 399,965 | | | | | | 542,589 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Interest paid
|
| | | $ | 5,839 | | | | | $ | 12,713 | | |
Reduction of debt from loan forgiveness
|
| | | $ | 90,034 | | | | | $ | — | | |
Common stock issued in exchange for acquisition of Rally
|
| | | $ | — | | | | | $ | 10,198,509 | | |
Preferred stock issued in exchange for acquisition of Rally
|
| | | $ | — | | | | | $ | 4,320,000 | | |
| | |
Three Months Ended
June 30, |
| |
Six Months Ended
June 30, |
| ||||||||||||||||||
| | | | |
2021
|
| |
2022
|
| |
2021
|
| |||||||||||||
Line Ticket Sales revenue, net of returns and allowances
|
| | | $ | 4,820,108 | | | | | $ | 1,456,269 | | | | | $ | 7,575,006 | | | | | $ | 2,077,107 | | |
Event Ticket Sales revenue, net of returns and allowances
|
| | | | 1,120,574 | | | | | | 128,579 | | | | | | 1,676,372 | | | | | | 135,813 | | |
SAAS Revenue
|
| | | | 8,000 | | | | | | 12,966 | | | | | | 20,000 | | | | | | 24,966 | | |
Total net sales
|
| | | $ | 5,948,682 | | | | | $ | 1,597,814 | | | | | $ | 9,271,378 | | | | | $ | 2,237,886 | | |
| | |
For the three months
ended June 30, |
| |||||||||
| | | | |
2021
|
| |||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (1,986,483) | | | | | $ | (253,264) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 22,740,373 | | | | | | 22,740,373 | | |
Effect of dilutive stock options and unvested time-based -restricted stock
|
| | | | — | | | | | | — | | |
Weighted average shares outstanding – diluted
|
| | | | 22,740,373 | | | | | | 22,740,373 | | |
Earnings per share – basic
|
| | | $ | (0.09) | | | | | $ | (0.01) | | |
Earnings per share – diluted
|
| | | $ | (0.09) | | | | | $ | (0.01) | | |
| | |
For the six months
ended June 30, |
| |||||||||
| | | | |
2021
|
| |||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (2,948,763) | | | | | $ | (829,947) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 22,740,373 | | | | | | 22,740,373 | | |
Effect of dilutive stock options and unvested time-based -restricted stock
|
| | | | — | | | | | | — | | |
Weighted average shares outstanding – diluted
|
| | | | 22,740,373 | | | | | | 22,740,373 | | |
Earnings per share – basic
|
| | | $ | (0.13) | | | | | $ | (0.04) | | |
Earnings per share – diluted
|
| | | $ | (0.13) | | | | | $ | (0.04) | | |
| Assets acquired: | | | | | | | |
|
Cash
|
| | | $ | 189,801 | | |
|
Other assets
|
| | | | 136,812 | | |
|
Fixed assets
|
| | | | 3,657 | | |
|
Trademark
|
| | | | 3,400,000 | | |
|
Proprietary Technology (5 year life)
|
| | | | 1,060,000 | | |
|
License Agreement (8.6 year life)
|
| | | | 1,500,000 | | |
|
Goodwill
|
| | | | 9,310,841 | | |
|
Total Assets acquired
|
| | | | 15,601,111 | | |
| Liabilities assumed: | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | | 428,255 | | |
|
Deferred tax liability
|
| | | | 464,382 | | |
|
Debt
|
| | | | 181,434 | | |
|
Other current liabilities
|
| | | | 6,095 | | |
|
Total Liabilities assumed
|
| | | | 1,080,166 | | |
|
Net Assets acquired
|
| | | $ | 14,520,945 | | |
| | |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Prepaid expenses
|
| | | $ | 29,231 | | | | | $ | 36,054 | | |
Advances to vendors
|
| | | | 38,262 | | | | | | 23,521 | | |
Employee advance
|
| | | | 5,082 | | | | | | 1,467 | | |
Input tax credit
|
| | | | 16,184 | | | | | | 11,618 | | |
Total other current assets
|
| | | $ | 88,759 | | | | | $ | 72,660 | | |
| | |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Computer Hardware
|
| | | $ | 5,397 | | | | | $ | 5,397 | | |
Accumulated depreciation
|
| | | | (2,642) | | | | | | (1,926) | | |
Total Property Plant and Equipment, net
|
| | | $ | 2,755 | | | | | $ | 3,471 | | |
| | |
Useful Life
|
| |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Trademarks
|
| |
Indefinite
|
| | | $ | 3,400,000 | | | | | $ | 3,400,000 | | |
Proprietary Technology
|
| |
5 years
|
| | | | 3,067,179 | | | | | | 2,975,767 | | |
License Agreement
|
| |
8.6 years
|
| | | | 1,500,000 | | | | | | 1,500,000 | | |
Goodwill
|
| |
Indefinite
|
| | | | 9,310,841 | | | | | | 9,310,841 | | |
| | | | | | | | 17,278,020 | | | | | | 17,186,608 | | |
Less: accumulated amortization
|
| | | | | | | (2,145,912) | | | | | | (1,823,333) | | |
| | | | | | | $ | 15,132,108 | | | | | $ | 15,363,275 | | |
Years Ending December 31,
|
| |
Amount
|
| |||
Remainder of 2022
|
| | | $ | 320,482 | | |
2023
|
| | | | 534,541 | | |
2024
|
| | | | 479,789 | | |
2025
|
| | | | 426,955 | | |
2026
|
| | | | 200,377 | | |
Thereafter
|
| | | | 459,123 | | |
| | | | $ | 2,421,267 | | |
| | |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Legal and professional fees
|
| | | $ | 298,497 | | | | | $ | 49,900 | | |
Accrued interest
|
| | | | 130,773 | | | | | | 77,181 | | |
Accrued salaries
|
| | | | 13,098 | | | | | | 10,500 | | |
Accrued audit fees
|
| | | | 45,000 | | | | | | — | | |
Accrued rent
|
| | | | 6,000 | | | | | | — | | |
Other
|
| | | | 10,485 | | | | | | 7,372 | | |
Total other current liabilities
|
| | | $ | 503,853 | | | | | $ | 144,953 | | |
| | |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Expenses payable
|
| | | $ | 376,673 | | | | | $ | 135,390 | | |
Payroll taxes
|
| | | | 9,238 | | | | | | 8,265 | | |
Salary payable
|
| | | | 74,048 | | | | | | 2,323 | | |
Total other current liabilities
|
| | | $ | 459,959 | | | | | $ | 145,979 | | |
| | |
Maturities
(Calendar year) |
| | | |
As of
December 31, 2021 |
| |
Effective
Interest Rate |
| |||||||||||||
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2022 | | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | | | 0.50% | | |
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2022 | | | | | | 100,000 | | | | | | 100,000 | | | | | | 0.50% | | |
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2023 | | | | | | 459,811 | | | | | | 462,420 | | | | | | 0.50% | | |
Paycheck Protection Loan I
|
| | | | 2023 | | | | | | — | | | | | | 64,367 | | | | | | 1.00% | | |
Paycheck Protection Loan II
|
| | | | 2026 | | | | | | 105,762 | | | | | | 108,000 | | | | | | 1.00% | | |
Paycheck Protection Loan III
|
| | | | 2026 | | | | | | — | | | | | | 90,034 | | | | | | 1.00% | | |
Economic Injury Disaster Loan I
|
| | | | 2050 | | | | | | 500,000 | | | | | | 150,000 | | | | | | 3.75% | | |
Economic Injury Disaster Loan II
|
| | | | 2050 | | | | | | 150,000 | | | | | | 150,000 | | | | | | 3.75% | | |
PayPal working capital loan
|
| | | | 2024 | | | | | | 75,760 | | | | | | 101,275 | | | | | | N/A | | |
Amex loans I
|
| | | | 2023 | | | | | | 34,175 | | | | | | 49,859 | | | | | | 3.00% | | |
Amex loans II
|
| | | | 2023 | | | | | | 99,108 | | | | | | 137,434 | | | | | | 4.20% | | |
Total Debt
|
| | | | | | | | | $ | 2,524,616 | | | | | $ | 2,413,390 | | | | | | | | |
Less: Short-term debt
|
| | | | | | | | | | 1,296,935 | | | | | | 1,309,802 | | | | | | | | |
Long-term debt
|
| | | | | | | | |
$
|
1,227,681
|
| | | |
$
|
1,103,588
|
| | | | | | | |
|
Remainder of 2022
|
| | | | 1,192,028 | | |
|
2023
|
| | | | 1,625,232 | | |
|
2024
|
| | | | 93,185 | | |
|
2025
|
| | | | 68,455 | | |
|
2026 and beyond
|
| | | | 777,366 | | |
|
Total: aggregate maturities of long-term borrowings
|
| | | | 3,756,266 | | |
|
Less: current portion of long-term borrowings
|
| | | | 1,296,935 | | |
|
Long-term borrowings
|
| | |
|
2,459,331
|
| |
| | |
As of June 30, 2022
|
| |
As of December 31, 2021
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||||||||||||
SAFE Agreement
|
| | | $ | — | | | | | $ | — | | | | | $ | 248,317 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 109,647 | | | | | $ | — | | |
Total financial liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 248,317 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 109,647 | | | | | $ | — | | |
| | |
Share issued and
outstanding |
| |
Issue Price
|
| |
Per share
conversion price |
| |
Carrying value
|
| ||||||||||||
Series Seed-1
|
| | | | 201,196 | | | | | | 0.5338 | | | | | | 0.5338 | | | | | | 123,009 | | |
Series Seed-2
|
| | | | 1,437,798 | | | | | | 0.8541 | | | | | | 0.8541 | | | | | | 879,055 | | |
Series Seed-3
|
| | | | 1,365,492 | | | | | | 0.9619 | | | | | | 0.9619 | | | | | | 834,848 | | |
Series Seed-4
|
| | | | 3,282,045 | | | | | | 1.2024 | | | | | | 1.2024 | | | | | | 2,006,610 | | |
Series Seed-5
|
| | | | 779,333 | | | | | | 0.6416 | | | | | | 0.6416 | | | | | | 476,476 | | |
Series Seed-6
|
| | | | 671,537 | | | | | | 0.3723 | | | | | | 0.3723 | | | | | | 250,000 | | |
Series Seed-7
|
| | | | 6,782,521 | | | | | | 0.1548 | | | | | | 0.1548 | | | | | | 1,070,000 | | |
Series Seed-8
|
| | | | 1,257,117 | | | | | | 0.7955 | | | | | | 0.7955 | | | | | | 1,074,337 | | |
Series Seed-9
|
| | | | 2,216,071 | | | | | | 0.4910 | | | | | | 0.4910 | | | | | | 1,121,843 | | |
| | | | | 17,993,110 | | | | | | | | | | | | | | | | | | 7,836,180 | | |
| | |
As of
June 30, 2022 |
| |
As of
June 30, 2022 |
|
Risk-free interest rate
|
| |
0.35%
|
| |
0.35%
|
|
Weighted average dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Weighted average volatility factor
|
| |
42.32%
|
| |
42.32%
|
|
Expected life (years)
|
| |
3 years
|
| |
3 years
|
|
| | |
Stock Options
|
| |||
Outstanding at December 31, 2021
|
| | | | 8,962,159 | | |
Vested and Exercisable at December 31, 2021
|
| | | | 8,340,149 | | |
Granted
|
| | | | 290,534 | | |
Exercised
|
| | | | — | | |
Forfeited
|
| | | | — | | |
Expired/Cancelled
|
| | | | (33,379) | | |
Outstanding at June 30, 2022
|
| | | | 9,219,314 | | |
Vested and Exercisable at June 30, 2022
|
| | | | 8,709,889 | | |
| | |
Unvested
Stock Options |
| |||
Unvested as of December 31, 2021
|
| | | | 622,010 | | |
Granted
|
| | | | 290,534 | | |
Vested
|
| | | | (369,740) | | |
Cancelled/Forfeited
|
| | | | (33,379) | | |
Unvested as of June 30, 2022
|
| | | | 509,425 | | |
Name of related party
|
| |
Relationship
|
|
Narinder Pal Singh Chadha | | | Management | |
Numaan Akram | | | Management | |
Axel Hellman | | | Management | |
Vipul Mittal | | | Management | |
Siheun Song | | | Management | |
Atul Sharma | | | Director | |
Kirti Tandon | | | Family | |
Quick Logistics Solution Inc. | | |
Entity under the control of Narinder Pal Singh Chadha
|
|
Numaan Inc | | | Entity under the control of Numaan Akram | |
| | | | | |
For the three months ended June 30,
|
| |||||||||
Name of Party
|
| |
Nature of transactions
|
| |
2022
|
| |
2021
|
| ||||||
| |
Salary
|
| | | $ | 30,685 | | | | | $ | 28,953 | | | |
Vipul Mittal
|
| |
Salary
|
| | | $ | 22,575 | | | | | $ | 22,318 | | |
Siheun Song
|
| |
Salary
|
| | | $ | 12,565 | | | | | $ | 1,952 | | |
Narinder Chadha
|
| |
Insurance
|
| | | $ | 1,735 | | | | | $ | 1,604 | | |
Axel Hellman
|
| |
Insurance
|
| | | $ | 2,302 | | | | | $ | 1,481 | | |
| | | | | | | | |
For the six months ended June 30,
|
| |||||||||
Name of Party
|
| |
Nature of transactions
|
| |
2022
|
| |
2021
|
| |||||||||
| | | | Salary | | | | | $ | 62,012 | | | | | $ | 58,537 | | | |
Vipul Mittal
|
| | | | Salary | | | | | $ | 45,547 | | | | | $ | 26,396 | | |
Siheun Song
|
| | | | Salary | | | | | $ | 24,190 | | | | | $ | 3,691 | | |
Narinder Chadha
|
| | | | | | | | | $ | 3,470 | | | | | $ | 3,737 | | |
Axel Hellman
|
| | | | | | | | | $ | 4,605 | | | | | $ | 1,971 | | |
Name of Party
|
| |
Receivable / Payable
|
| |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Narinder Pal Singh Chadha
|
| |
Loan Payable
|
| | | $ | 302,569 | | | | | $ | 300,000 | | |
Kirti Tandon Khanna
|
| |
Loan Payable
|
| | | $ | 69,350 | | | | | $ | 69,350 | | |
Quick Logistics Solution Inc.
|
| |
Loan Payable
|
| | | $ | 90,461 | | | | | $ | 90,461 | | |
Atul Sharma
|
| |
Loan Payable
|
| | | $ | 100,000 | | | | | $ | 100,000 | | |
Sharma Family
|
| |
Loan Payable
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
| | | | | | ||||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 871,986 | | | | | $ | 303,983 | | |
Settlements receivable
|
| | | | 109,987 | | | | | | 12,999 | | |
Security deposits
|
| | | | 60,660 | | | | | | 40,911 | | |
Other current assets
|
| | | | 72,660 | | | | | | 8,301 | | |
Total current assets
|
| | | | 1,115,293 | | | | | | 366,194 | | |
Property and equipment, net
|
| | | | 3,471 | | | | | | 1,411 | | |
Intangible assets, net
|
| | | | 2,652,434 | | | | | | 974,731 | | |
Goodwill
|
| | | | 9,310,841 | | | | | | — | | |
Trademarks
|
| | | | 3,400,000 | | | | | | — | | |
Deferred tax asset
|
| | | | — | | | | | | 1,467 | | |
| | | | | 15,366,746 | | | | | | 977,609 | | |
Total assets
|
| | | $ | 16,482,039 | | | | | $ | 1,343,803 | | |
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Short-term debt
|
| | | $ | 207,193 | | | | | $ | 269,686 | | |
Short-term debt – related party
|
| | | | 1,102,609 | | | | | | — | | |
Accounts payable
|
| | | | 2,942,692 | | | | | | 2,047,418 | | |
Unearned revenue
|
| | | | 1,250,910 | | | | | | 649,868 | | |
Deferred tax liability
|
| | | | 459,441 | | | | | | — | | |
Other current liabilities
|
| | | | 290,931 | | | | | | 77,079 | | |
Total current liabilities
|
| | | | 6,253,776 | | | | | | 3,044,051 | | |
Long-term liabilities: | | | | | | | | | | | | | |
Long-term debt
|
| | | | 643,777 | | | | | | 675,028 | | |
Long-term debt – related party
|
| | | | 459,811 | | | | | | 1,558,770 | | |
Convertible note
|
| | | | 983,333 | | | | | | — | | |
SAFE agreement
|
| | | | 109,647 | | | | | | — | | |
Total long-term liabilities
|
| | | | 2,196,568 | | | | | | 2,233,798 | | |
Total liabilities
|
| | | | 8,450,344 | | | | | | 5,277,849 | | |
Commitments and contingencies (Note 14) | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 17,993,110 shares authorized; 17,993,110
and 10,927,246 shares issued and outstanding as of December 31, 2021 and 2020, respectively |
| | | | 7,836,180 | | | | | | 3,516,180 | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | |
Common stock, $0.0001 par value; 50,000,000 shares authorized; 22,740,373
and 16,519,804 shares issued and outstanding as of December 31, 2021 and 2020, respectively |
| | | | 2,274 | | | | | | 1,652 | | |
Additional paid-in capital
|
| | | | 11,089,138 | | | | | | 865,807 | | |
Stock subscription receivable
|
| | | | (513,645) | | | | | | (544,855) | | |
Accumulated deficit
|
| | | | (10,382,252) | | | | | | (7,772,830) | | |
Total stockholders’ equity (deficit)
|
| | | | 195,515 | | | | | | (7,450,226) | | |
Total liabilities, mezzanine equity and stockholders’ equity (deficit)
|
| | | $ | 16,482,039 | | | | | $ | 1,343,803 | | |
| | |
Year ended December 31,
|
| |||||||||
| | | | |
2020
|
| |||||||
Net Sales
|
| | | $ | 10,675,903 | | | | | $ | 4,016,841 | | |
Operating expenses: | | | | | | | | | | | | | |
Cost of sales (exclusive of items shown separately below)
|
| | | | 9,510,545 | | | | | | 3,410,528 | | |
Sales, marketing and operations expense
|
| | | | 1,912,469 | | | | | | 954,321 | | |
Depreciation and amortization expense
|
| | | | 948,328 | | | | | | 255,151 | | |
General and administrative expense
|
| | | | 492,967 | | | | | | 254,956 | | |
Technology and development expense
|
| | | | 261,206 | | | | | | 262,007 | | |
Total operating expenses
|
| | | | 13,125,515 | | | | | | 5,136,963 | | |
Loss from operations
|
| | | | (2,449,612) | | | | | | (1,120,122) | | |
Other income (expense): | | | | | | | | | | | | | |
Interest expense
|
| | | | (98,074) | | | | | | (56,174) | | |
Fair value in excess of stated value of derivative instrument
|
| | | | (59,647) | | | | | | — | | |
Other income, net
|
| | | | 4,032 | | | | | | 7,069 | | |
Total other income (expense)
|
| | | | (153,689) | | | | | | (49,105) | | |
Net loss before income taxes
|
| | | | (2,603,301) | | | | | | (1,169,227) | | |
Income tax expense
|
| | | | 6,121 | | | | | | 2,493 | | |
Net loss
|
| | |
$
|
(2,609,422)
|
| | | |
$
|
(1,171,720)
|
| |
Weighted average common stock outstanding, basic and diluted
|
| | | | 22,740,373 | | | | | | 16,519,804 | | |
Basic and diluted net loss per share attributable to common
stockholders |
| | |
$
|
(0.11)
|
| | | |
$
|
(0.07)
|
| |
| | |
Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Stock
Subscription Receivable |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance, January 1, 2020
|
| | | | 8,711,175 | | | | | $ | 2,394,337 | | | | | | | 16,519,804 | | | | | $ | 1,652 | | | | | $ | 749,913 | | | | | $ | (716,885) | | | | | $ | (6,601,110) | | | | | $ | (6,566,430) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 115,894 | | | | | | — | | | | | | — | | | | | | 115,894 | | |
Amount recovered from a shareholder against stock subscription receivable
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,030 | | | | | | — | | | | | | 172,030 | | |
Conversion of note payable to preferred stock
|
| | | | 2,081,764 | | | | | | 1,021,843 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Issuance of Preferred stock
|
| | | | 134,307 | | | | | | 100,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,171,720) | | | | | | (1,171,720) | | |
Balance, December 31, 2020
|
| | | | 10,927,246 | | | | | $ | 3,516,180 | | | | | | | 16,519,804 | | | | | $ | 1,652 | | | | | $ | 865,807 | | | | | $ | (544,855) | | | | | $ | (7,772,830) | | | | | $ | (7,450,226) | | |
Issuance of preferred stock and common stock in connection with Rally acquisition
|
| | | | 7,065,864 | | | | | | 4,320,000 | | | | | | | 6,220,569 | | | | | | 622 | | | | | | 10,195,897 | | | | | | — | | | | | | — | | | | | | 10,196,519 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 27,434 | | | | | | — | | | | | | — | | | | | | 27,434 | | |
Amount recovered from a shareholder against stock subscription receivable
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | 31,210 | | | | | | — | | | | | | 31,210 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,609,422) | | | | | | (2,609,422) | | |
Balance, December 31, 2021
|
| | | | 17,993,110 | | | | | | 7,836,180 | | | | | | | 22,740,373 | | | | | $ | 2,274 | | | | | $ | 11,089,138 | | | | | $ | (513,645) | | | | | $ | (10,382,252) | | | | | $ | 195,515 | | |
| | |
Year ended December 31,
|
| |||||||||
| | | | |
2020
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,609,422) | | | | | $ | (1,171,720) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 948,328 | | | | | | 255,151 | | |
Share-based compensation expense
|
| | | | 31,210 | | | | | | 172,030 | | |
Stock issued in exchange for services
|
| | | | 27,434 | | | | | | 115,892 | | |
Fair value in excess of stated value of derivative instrument
|
| | | | 59,647 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Settlements receivable
|
| | | | (96,988) | | | | | | 38,026 | | |
Other current assets
|
| | | | 52,948 | | | | | | 24,170 | | |
Accounts payable
|
| | | | 462,593 | | | | | | (342,803) | | |
Other current and non-current liabilities
|
| | | | 207,757 | | | | | | (866,581) | | |
Deferred taxes
|
| | | | (3,474) | | | | | | (1,467) | | |
Unearned revenue
|
| | | | 601,042 | | | | | | 174,268 | | |
Net cash used in operating activities
|
| | | | (318,925) | | | | | | (1,603,034) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Cash acquired as part of acquisition (see Note 3)
|
| | | | 189,801 | | | | | | — | | |
Software development costs
|
| | | | (65,111) | | | | | | (174,149) | | |
Net cash provided by (used in) investing activities
|
| | | | 124,690 | | | | | | (174,149) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from the issuance of preferred stock
|
| | | | — | | | | | | 100,000 | | |
Proceeds from the issuance of convertible notes
|
| | | | 983,333 | | | | | | 1,000,000 | | |
Proceeds from SAFE agreement
|
| | | | 50,000 | | | | | | — | | |
Proceeds from related party notes
|
| | | | 3,650 | | | | | | — | | |
Proceeds from the issuance of long-term debt
|
| | | | 196,156 | | | | | | 1,100,128 | | |
Repayments of related party notes
|
| | | | — | | | | | | (49,436) | | |
Repayments of short-term debt
|
| | | | (470,901) | | | | | | (155,414) | | |
Net cash provided by financing activities
|
| | | | 762,238 | | | | | | 1,995,278 | | |
Net change in cash and cash equivalents
|
| | | | 568,003 | | | | | | 218,095 | | |
Cash and cash equivalents – Beginning
|
| | | | 303,983 | | | | | | 85,888 | | |
Cash and cash equivalents – Ending
|
| | | $ | 871,986 | | | | | $ | 303,983 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Conversion of note to preferred stock
|
| | | | — | | | | | | 1,021,843 | | |
Common stock issued in exchange for acquisition of Rally
|
| | | | 10,198,509 | | | | | | — | | |
Preferred stock issued in exchange for acquisition of Rally
|
| | | | 4,320,000 | | | | | | — | | |
| | |
For the year ended
December 31, 2021 |
| |
For the year ended
December 31, 2020 |
| ||||||
Lines Ticket Sales revenue, net of returns and allowances
|
| | | $ | 9,189,223 | | | | | $ | 4,016,841 | | |
Events Ticket Sales revenue, net of returns and allowances
|
| | | | 1,423,197 | | | | | | — | | |
SAAS Revenue
|
| | | | 63,483 | | | | | | — | | |
Total net sales
|
| | | $ | 10,675,903 | | | | | $ | 4,016,841 | | |
| | |
For the year ended
December 31, 2021 |
| |
For the year ended
December 31, 2020 |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (2,609,422) | | | | | $ | (1,171,720) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 22,740,373 | | | | | | 16,519,804 | | |
Effect of dilutive stock options and unvested time-based -restricted stock
|
| | | | — | | | | | | — | | |
Weighted average shares outstanding – diluted
|
| | | | 22,740,373 | | | | | | 16,519,804 | | |
Earnings per share – basic
|
| | | $ | (0.11) | | | | | $ | (0.07) | | |
Earnings per share – diluted
|
| | | $ | (0.11) | | | | | $ | (0.07) | | |
| Assets acquired: | | | | | | | |
|
Cash
|
| | | $ | 189,801 | | |
|
Other assets
|
| | | | 136,812 | | |
|
Fixed assets
|
| | | | 3,657 | | |
|
Trademark
|
| | | | 3,400,000 | | |
|
Proprietary Technology (5 year life)
|
| | | | 1,060,000 | | |
|
License Agreement (8.6 year life)
|
| | | | 1,500,000 | | |
|
Goodwill
|
| | | | 9,310,841 | | |
|
Total Assets acquired
|
| | | | 15,601,111 | | |
| Liabilities assumed: | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | | 428,255 | | |
|
Deferred tax liability
|
| | | | 464,382 | | |
|
Debt
|
| | | | 181,434 | | |
|
Other current liabilities
|
| | | | 6,095 | | |
|
Total Liabilities assumed
|
| | | | 1,080,266 | | |
|
Net Assets acquired
|
| | | $ | 14,520,945 | | |
|
| | |
Year ended
December 31, 2020 |
| |||
Revenues
|
| | | | 4,590,247 | | |
Net loss
|
| | | | (1,847,792) | | |
| | |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Prepaid expenses
|
| | | $ | 36,054 | | | | | $ | — | | |
Advances to vendors
|
| | | | 23,521 | | | | | | — | | |
Employee advance
|
| | | | 1,467 | | | | | | 301 | | |
Input tax credit
|
| | | | 11,618 | | | | | | 8,000 | | |
Total other current assets
|
| | | $ | 72,660 | | | | | $ | 8,301 | | |
| | |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Computer Hardware
|
| | | $ | 5,397 | | | | | $ | 2,417 | | |
Accumulated depreciation
|
| | | | (1,926) | | | | | | (1,006) | | |
Total Property Plant and Equipment, net
|
| | | $ | 3,471 | | | | | $ | 1,411 | | |
| | |
Useful Life
|
| |
2021
|
| |
2020
|
| ||||||
Trademarks
|
| |
Indefinite
|
| | | $ | 3,400,000 | | | | | $ | — | | |
Proprietary Technology
|
| |
5 years
|
| | | | 2,975,767 | | | | | | 1,850,656 | | |
License Agreement
|
| |
8.6 years
|
| | | | 1,500,000 | | | | | | — | | |
Goodwill
|
| |
Indefinite
|
| | | | 9,310,841 | | | | | | — | | |
| | | | | | | | 17,186,608 | | | | | | 1,850,656 | | |
Less: accumulated amortization
|
| | | | | | | (1,823,333) | | | | | | (875,925) | | |
| | | | | | | $ | 15,363,275 | | | | | $ | 974,731 | | |
Years Ending December 31,
|
| |
Amount
|
| |||
2022
|
| | | $ | 630,412 | | |
2023
|
| | | | 516,259 | | |
2024
|
| | | | 461,507 | | |
2025
|
| | | | 408,673 | | |
2026
|
| | | | 182,095 | | |
Thereafter
|
| | | | 453,488 | | |
| | | | $ | 2,652,434 | | |
| | |
2021
|
| |||
Balance January 1, 2021
|
| | | $ | — | | |
Acquisitions
|
| | | | 9,310,841 | | |
Balance December 31, 2021
|
| | | $ | 9,310,841 | | |
| | |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Expenses payable
|
| | | $ | 135,390 | | | | | $ | 28,165 | | |
Payroll taxes
|
| | | | 8,265 | | | | | | 3,896 | | |
Salary payable
|
| | | | 2,323 | | | | | | 8,578 | | |
Accrued expenses
|
| | | | 144,953 | | | | | | 36,440 | | |
Total other current liabilities
|
| | | $ | 290,931 | | | | | $ | 77,079 | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State and Local
|
| | | | — | | | | | | — | | | | | | — | | |
Foreign
|
| | | | 7,669 | | | | | | (1,549) | | | | | | 6,120 | | |
Total
|
| | | | 7,669 | | | | | | (1,549) | | | | | | 6,120 | | |
| | |
Current
|
| |
Deferred
|
| |
Total
|
| |||||||||
Federal
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
State and Local
|
| | | | — | | | | | | — | | | | | | — | | |
Foreign
|
| | | | 2,493 | | | | | | — | | | | | | 2,493 | | |
Total
|
| | | $ | 2,493 | | | | | $ | — | | | | | $ | 2,493 | | |
| | |
Year ended
|
| |||||||||
| | | | | | ||||||||
Federal statutory rate
|
| | | | 21.00% | | | | | | 21.00% | | |
Foreign rate differential
|
| | | | 0.01% | | | | | | (0.04)% | | |
Other Permanent Items
|
| | | | (1.08)% | | | | | | (1.31)% | | |
State Taxes
|
| | | | 7.85% | | | | | | (1.26)% | | |
Change in valuation allowance
|
| | | | (28.01)% | | | | | | (18.61)% | | |
Effective tax rate
|
| | | | (0.24)% | | | | | | (0.21)% | | |
| | | | | | ||||||||
Deferred tax assets: | | | | | | | | | | | | | |
Fixed Assets
|
| | | | 142,929 | | | | | | 79,743 | | |
Net Operating Loss
|
| | | | 4,513,816 | | | | | | 1,233,405 | | |
Stock Compensation
|
| | | | 138,779 | | | | | | 69,072 | | |
Miscellaneous Other
|
| | | | 3,825 | | | | | | 1,442 | | |
Less:Valuation allowance
|
| | | | (3,697,374) | | | | | | (1,382,220) | | |
Net deferred tax assets
|
| | | | 1,101,976 | | | | | | 1,442 | | |
Deferred Tax Liabilities: | | | | | | | | | | | | | |
Trademark
|
| | | | (985,662) | | | | | | — | | |
Other Intangible Assets
|
| | | | (575,755) | | | | | | — | | |
Total deferred tax liabilities
|
| | | | (1,561,417) | | | | | | — | | |
Net Deferred Income Tax Asset/(Liability)
|
| | | | (459,441) | | | | | | 1,442 | | |
| | |
Maturities
(Calendar year) |
| |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| |
Effective
Interest Rate |
| ||||||||||||
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2022 | | | | | $ | 1,000,000 | | | | | $ | 995,000 | | | | | | 0.50% | | |
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2022 | | | | | | 100,000 | | | | | | 100,000 | | | | | | 0.50% | | |
Related Party Notes Fixed-rate 0.50% (see Note 13)
|
| | | | 2023 | | | | | | 462,420 | | | | | | 466,379 | | | | | | 0.50% | | |
Payroll Paycheck Protection Loan I
|
| | | | 2022 | | | | | | 64,367 | | | | | | 117,033 | | | | | | 1.00% | | |
Payroll Paycheck Protection Loan II
|
| | | | 2026 | | | | | | 108,000 | | | | | | — | | | | | | 1.00% | | |
Payroll Paycheck Protection Loan III
|
| | | | 2026 | | | | | | 90,034 | | | | | | — | | | | | | 1.00% | | |
Economic Injury Disaster Loan I
|
| | | | 2050 | | | | | | 150,000 | | | | | | — | | | | | | 3.75% | | |
Economic Injury Disaster Loan II
|
| | | | 2050 | | | | | | 150,000 | | | | | | 150,000 | | | | | | 3.75% | | |
PayPal working capital loan
|
| | | | 2024 | | | | | | 101,275 | | | | | | 124,224 | | | | | | N/A | | |
Amex loans I
|
| | | | 2023 | | | | | | 49,859 | | | | | | 75,852 | | | | | | 3.00% | | |
Amex loans II
|
| | | | 2023 | | | | | | 137,434 | | | | | | 207,920 | | | | | | 4.20% | | |
Amex loans III
|
| | | | 2021 | | | | | | — | | | | | | 267,033 | | | | | | 4.20% | | |
Total Debt
|
| | | | | | | | | $ | 2,413,390 | | | | | $ | 2,503,441 | | | | | | | | |
Less: Short-term debt
|
| | | | | | | | | | 1,309,802 | | | | | | 269,642 | | | | | | | | |
Long-term debt
|
| | | | | | | | |
$
|
1,103,588
|
| | | |
$
|
2,233,798
|
| | | | | | | |
|
2022
|
| | | | 1,309,802 | | |
|
2023
|
| | | | 1,606,745 | | |
|
2024
|
| | | | 80,594 | | |
|
2025
|
| | | | 47,539 | | |
|
2026 and beyond
|
| | | | 461,869 | | |
|
Total: aggregate maturities of long-term borrowings
|
| | |
|
3,506,549
|
| |
|
Less: current portion of long-term borrowings
|
| | | | (1,309,802) | | |
|
Long-term borrowings
|
| | |
|
2,196,747
|
| |
| | |
As of December 31, 2021
|
| |
As of December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||||||||||||
SAFE Agreement
|
| | | $ | — | | | | | $ | — | | | | | $ | 109,647 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total financial liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 109,647 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
Share issued and
outstanding |
| |
Issue Price
|
| |
Per share
conversion price |
| |
Carrying value
|
| ||||||||||||
Series Seed-1
|
| | | | 201,196 | | | | | | 0.5338 | | | | | | 0.5338 | | | | | | 123,009 | | |
Series Seed-2
|
| | | | 1,437,798 | | | | | | 0.8541 | | | | | | 0.8541 | | | | | | 879,055 | | |
Series Seed-3
|
| | | | 1,365,492 | | | | | | 0.9619 | | | | | | 0.9619 | | | | | | 834,848 | | |
Series Seed-4
|
| | | | 3,282,045 | | | | | | 1.2024 | | | | | | 1.2024 | | | | | | 2,006,610 | | |
Series Seed-5
|
| | | | 779,333 | | | | | | 0.6416 | | | | | | 0.6416 | | | | | | 476,476 | | |
Series Seed-6
|
| | | | 671,537 | | | | | | 0.3723 | | | | | | 0.3723 | | | | | | 250,000 | | |
Series Seed-7
|
| | | | 6,782,521 | | | | | | 0.1548 | | | | | | 0.1548 | | | | | | 1,070,000 | | |
Series Seed-8
|
| | | | 1,257,117 | | | | | | 0.7955 | | | | | | 0.7955 | | | | | | 1,074,337 | | |
Series Seed-9
|
| | | | 2,216,071 | | | | | | 0.4910 | | | | | | 0.4910 | | | | | | 1,121,843 | | |
| | | | | 17,993,110 | | | | | | | | | | | | | | | | | | 7,836,180 | | |
| | |
Share issued and
outstanding |
| |
Issue Price
|
| |
Per share
conversion price |
| |
Carrying value
|
| ||||||||||||
Series Seed-6
|
| | | | 671,537 | | | | | | 0.3723 | | | | | | 0.3723 | | | | | | 250,000 | | |
Series Seed-7
|
| | | | 6,782,521 | | | | | | 0.1548 | | | | | | 0.1548 | | | | | | 1,070,000 | | |
Series Seed-8
|
| | | | 1,257,117 | | | | | | 0.7955 | | | | | | 0.7955 | | | | | | 1,074,337 | | |
Series Seed-9
|
| | | | 2,216,071 | | | | | | 0.4910 | | | | | | 0.4910 | | | | | | 1,121,843 | | |
| | | | | 10,927,246 | | | | | | | | | | | | | | | | | | 3,516,180 | | |
| | | | | | ||
Risk-free interest rate
|
| |
0.35%
|
| |
0.21%
|
|
Weighted average dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Weighted average volatility factor
|
| |
42.32%
|
| |
70.00%
|
|
Expected life (years)
|
| |
3 years
|
| |
5 years
|
|
| | |
Stock Options
|
| |||
Outstanding at January 1, 2020
|
| | | | 3,180,398 | | |
Granted
|
| | | | 2,006,552 | | |
Exercised
|
| | | | — | | |
Forfeited
|
| | | | — | | |
Expired/Cancelled
|
| | | | — | | |
Outstanding at December 31, 2020
|
| | | | 5,186,950 | | |
Vested and Exercisable at December 31, 2020
|
| | | | 4,346,186 | | |
Granted
|
| | | | 9,264,628 | | |
Exercised
|
| | | | — | | |
Forfeited
|
| | | | — | | |
Expired/Cancelled
|
| | | | (5,489,419) | | |
Outstanding at December 31, 2021
|
| | | | 8,962,159 | | |
Vested and Exercisable at December 31, 2021
|
| | | | 8,340,149 | | |
| | |
Unvested Stock Options
|
| |||
Unvested as of December 31, 2019
|
| | | | — | | |
Granted
|
| | | | 2,006,552 | | |
Vested
|
| | | | (1,165,788) | | |
Forfeited
|
| | | | — | | |
Unvested as of December 31, 2020
|
| | | | 840,764 | | |
Granted
|
| | | | 9,264,628 | | |
Vested
|
| | | | (8,340,149) | | |
Cancelled/Forfeited
|
| | | | (1,143,233) | | |
Unvested as of December 31, 2021
|
| | | | 622,010 | | |
Name of related party
|
| |
Relationship
|
|
Narinder Pal Singh Chadha | | | Management | |
Numaan Akram | | | Management | |
Axel Hellman | | | Management | |
Vipul Mittal | | | Management | |
Siheun Song | | | Management | |
Atul Sharma | | | Director | |
Kirti Tandon | | | Family | |
Quick Logistics Solution Inc.
|
| |
Entity under the control of Narinder Pal Singh Chadha
|
|
Numaan Inc | | | Entity under the control of Numaan Akram | |
Name of Party
|
| |
Nature of transactions
|
| |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
| |
Salary
|
| | | $ | 100,000 | | | | | $ | | | ||
Vipul Mittal
|
| |
Salary
|
| | | $ | 73,041 | | | | | $ | 25,395 | | |
Axel Hellman
|
| |
Salary
|
| | | $ | — | | | | | $ | 8,739 | | |
Siheun Song
|
| |
Salary
|
| | | $ | 6,707 | | | | | $ | | | |
Vipul Mittal
|
| |
Stock Compensation
|
| | | | — | | | | | | 242,911 | | |
Axel Hellman
|
| |
Stock Compensation
|
| | | $ | 7,500 | | | | | | 69,536 | | |
Name of Party
|
| |
Receivable / Payable
|
| |
As of
December 31, 2021 |
| |
As of
December 31, 2020 |
| ||||||
Narinder Pal Singh Chadha
|
| |
Loan Payable
|
| | | $ | 300,000 | | | | | $ | 303,959 | | |
Kirti Tandon Khanna
|
| |
Loan Payable
|
| | | $ | 69,350 | | | | | $ | 69,350 | | |
Quick Logistics Solution Inc.
|
| |
Loan Payable
|
| | | $ | 90,461 | | | | | $ | 90,461 | | |
Atul Sharma
|
| |
Loan Payable
|
| | | $ | 100,000 | | | | | $ | 100,000 | | |
Sharma Family
|
| |
Loan Payable
|
| | | $ | 1,000,000 | | | | | $ | 995,000 | | |
| | |
Page
|
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| | | | A-50 | | | |
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| | | | A-61 | | | |
| | | | A-62 | | | |
| | | | A-62 | | | |
| | | | A-72 | | |
Exhibit
|
| |
Description
|
|
Exhibit A | | | Form of Voting Agreement | |
Exhibit B | | | Form of Lock-Up Agreement | |
Exhibit C | | | Form of CVR Agreement | |
|
If to any Purchaser Party at or prior to the Closing, to:
Americas Technology Acquisition Corp.
16500 Dallas Parkway #305 Dallas, Texas 75248 Attn: Jorge E. Marcos Telephone No.: (214) 396-5927 Email: jmarcos@atacspac.com |
| |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Matthew A. Gray, Esq. Telephone No.: (212) 370-1300 Email: mgray@egsllp.com |
|
|
If to the Purchaser Representative, to:
Jorge E. Marcos
Americas Technology Acquisition Corp. 16500 Dallas Parkway #305 Dallas, Texas 75248 Telephone No.: (214) 396-5927 Email: jmarcos@atacspac.com |
| |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Matthew A. Gray, Esq. Telephone No.: (212) 370-1300 Email: mgray@egsllp.com |
|
|
If to the Company or the Company Surviving Subsidiary, to:
Rally Co.
P.O. Box 216 East Meadow, NY 11554 Attn: Numaan Akram Telephone No.: (917) 657-8109 Email: numaan@rally.co |
| |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough
100 South Charles Street, Suite 1600 Baltimore, Maryland 21201 Attn: Matthew G. Huddle, Esq. Telephone No.: (443) 392-9457 Email: matthew.huddle@nelsonmullins.com |
|
|
If to the Seller Representative to:
Numaan Akram
P.O. Box 216 East Meadow, NY 11554 Telephone No.: (917) 657-8109 Email: numaan@rally.co |
| |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough
100 South Charles Street, Suite 1600 Baltimore, Maryland 21201 Attn: Matthew G. Huddle, Esq. Telephone No.: (443) 392-9457 Email: matthew.huddle@nelsonmullins.com |
|
|
If to Pubco after the Closing, to:
Rally Inc.
79 Madison Avenue New York, NY 10016 Attn: Numaan Akram Telephone No.: (917)-657-8109 Email: numaan@rally.co and the Purchaser Representative |
| |
with a copy (which will not constitute notice) to:
Nelson Mullins Riley & Scarborough
100 South Charles Street, Suite 1600 Baltimore, Maryland 21201 Attn: Matthew G. Huddle, Esq. Telephone No.: (443) 392-9457 Email: matthew.huddle@nelsonmullins.com and Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Floor New York, New York 10105 Attn: Matthew A. Gray, Esq. Facsimile No.: (212) 370-7889 Telephone No.: (212) 370-1300 Email: mgray@egsllp.com |
|
Term
|
| |
Section
|
|
2021 Target Companies Financial Statements | | | 5.7(a) | |
2020 Ourbus Financial Statements | | | 5.7(a) | |
AAA Procedures | | | 10.4 | |
Accounts Receivable | | | 5.7(f) | |
Acquisition Proposal | | | 6.6(a) | |
Act | | | Recitals | |
Agreement | | | Preamble | |
Alternative Transaction | | | 6.6(a) | |
Amended Pubco Charter | | | 7.2(d) | |
Antitrust Laws | | | 6.9(b) | |
Assumed Option | | | 1.12(c) | |
Business Combination | | | 9.1 | |
CFO | | | 1.10(b)(iv) | |
Closing | | | 2.1 | |
Closing Date | | | 2.1 | |
Closing Filing | | | 6.14(b) | |
Closing Press Release | | | 6.14(b) | |
Closing Statement | | | 1.17 | |
Company | | | Preamble | |
Company Benefit Plan | | | 5.19(a) | |
Company Certificate of Merger | | | 1.3 | |
Company Certificates | | | 1.14(a) | |
Company Directors | | | 6.17(a) | |
Company Disclosure Schedules | | | Article IV | |
Company Exchanges | | | 1.7 | |
Company Financials | | | 5.7(a) | |
Company IP | | | 5.13(d) | |
Company IP Licenses | | | 5.13(a) | |
Company Material Contracts | | | 5.12(a) | |
Company Merger | | | Recitals | |
Company Merger Sub | | | Preamble | |
Term
|
| |
Section
|
|
Company Permits | | | 5.10 | |
Company Personal Property Leases | | | 5.16 | |
Company Real Property Leases | | | 5.15 | |
Company Registered IP | | | 5.13(a) | |
Company Special Meeting | | | 6.13 | |
Company Surviving Subsidiary | | | 1.2 | |
Conversion | | | 1.8 | |
Conversion Ratio | | | 1.9 | |
D&O Indemnified Persons | | | 6.18(a) | |
D&O Tail Insurance | | | 6.18(b) | |
Deducted Earnout Consideration Shares | | | 1.10(f) | |
DGCL | | | Recitals | |
Dispute | | | 10.4 | |
Dissenting Shares | | | 1.18 | |
Dissenting Stockholder | | | 1.18 | |
Domestication | | | Recitals | |
Domestication Organizational Documents | | | 1.8 | |
Earnout Consideration Shares | | | 1.10 | |
Effective Time | | | 1.3 | |
EGS | | | 2.1 | |
Enforceability Exceptions | | | 3.2 | |
Environmental Permits | | | 5.20(a) | |
Escrow Account | | | 1.19 | |
Escrow Agent | | | 1.19 | |
Escrow Agreement | | | 1.19 | |
Escrow Property | | | 1.19 | |
Escrow Shares | | | 1.19 | |
Extension | | | 6.3(a) | |
Extension Expenses | | | 6.3(a)(iv) | |
Federal Securities Laws | | | 6.7 | |
Incentive Plan | | | 6.12(a) | |
Interim Period | | | 6.1(a) | |
Key Employee Employment Agreement | | | 7.3(e) | |
Letter of Transmittal | | | 1.14(d) | |
Lock-Up Agreement | | | Recitals | |
Lost Certificate Affidavit | | | 1.14(f) | |
Merger Consideration | | | 1.9 | |
Merger Subs | | | Preamble | |
Mergers | | | Recitals | |
Non-Competition Agreement | | | Recitals | |
Observer | | | 6.17(a) | |
OFAC | | | 3.17(c) | |
Off-the-Shelf Software | | | 5.13(a) | |
Term
|
| |
Section
|
|
Original Outside Date | | | 8.1(b) | |
Outbound IP License | | | 5.13(c) | |
Outside Date | | | 8.1(b) | |
Party(ies) | | | Preamble | |
Post-Closing Equity Plan | | | 6.12(a) | |
Post-Closing Financial Statements | | | 1.10(b)(iv) | |
Post-Closing Pubco Board | | | 6.17(a) | |
Pro Forma Financial Statements | | | 5.7(a) | |
Proxy Statement | | | 6.12(a) | |
Pubco | | | Preamble | |
Public Certifications | | | 3.6(a) | |
Public Shareholders | | | 9.1 | |
Purchase Price Adjustments | | | 1.9 | |
Purchaser | | | Preamble | |
Purchaser Certificate of Merger | | | 1.3 | |
Purchaser Directors | | | 6.17(a) | |
Purchaser Disclosure Schedules | | | Article III | |
Purchaser Financials | | | 3.6(b) | |
Purchaser Material Contract | | | 3.13(a) | |
Purchaser Merger | | | Recitals | |
Purchaser Merger Sub | | | Preamble | |
Purchaser Parties | | | Preamble | |
Purchaser Representative | | | Preamble | |
Purchaser Representative Documents | | | 10.14(a) | |
Purchaser Shareholder Approval Matters | | | 6.12(a) | |
Purchaser Special Meeting | | | 6.12(a) | |
Purchaser Surviving Subsidiary | | | 1.1 | |
Redemption | | | 6.12(a) | |
Registration Statement | | | 6.12(a) | |
Related Person | | | 5.21 | |
Released Claims | | | 9.1 | |
Required Company Stockholder Approval | | | 7.1(b) | |
Required Purchaser Shareholder Approval | | | 7.1(a) | |
Resolution Period | | | 10.4 | |
Revenue Earnout Shares | | | 1.10(b) | |
Revenue Earnout Statement | | | 1.10(b)(iv) | |
Revenue Targets | | | 1.10(b)(iii) | |
SEC April Warrant Statement | | | 3.6(a) | |
SEC Reports | | | 3.6(a) | |
SEC SPAC Accounting Changes | | | 3.6(a) | |
Section 409A Plan | | | 5.19(k) | |
Seller Representative | | | Preamble | |
Seller Representative Documents | | | 10.15(a) | |
Term
|
| |
Section
|
|
Share Price Targets | | | 1.10(a)(ii) | |
Signing Filing | | | 6.14(b) | |
Signing Press Release | | | 6.14(b) | |
Specified Courts | | | 10.5 | |
Support Subscription Agreement | | | 7.2(e)(iv) | |
Surviving Subsidiaries | | | 1.2 | |
Stockholder Merger Consideration | | | 1.9(a) | |
Tier I Share Price Target | | | 1.10(a)(i) | |
Tier II Share Price Target | | | 1.10(a)(ii) | |
Top Suppliers | | | 5.24 | |
Transferred Pubco Stock | | | 1.10(f) | |
Transferring Stockholder | | | 1.10(f) | |
Transmittal Documents | | | 1.14(d) | |
Voting Agreements | | | Recitals | |
VWAP Earnout Period | | | 1.10(a) | |
VWAP Earnout Shares | | | 1.10(a) | |
VWAP Earnout Statement | | | 1.10(a)(iii) | |
| | | | The Purchaser: | | |||
| | | | AMERICAS TECHNOLOGY ACQUISITION CORP. | | |||
| | | | By: | | |
/s/ Jorge E. Marcos
|
|
| | | | | | | Name: Jorge E. Marcos | |
| | | | | | | Title: Chief Executive Officer | |
| | | | Pubco: | | |||
| | | | AMERICAS TECHNOLOGY ACQUISITION HOLDINGS INC. | | |||
| | | | By: | | |
/s/ Jorge E. Marcos
|
|
| | | | | | | Name: Jorge E. Marcos | |
| | | | | | | Title: Chief Executive Officer | |
| | | | The Purchaser Representative: | | |||
| | | | JORGE E. MARCOS | | |||
| | | | /s/ Jorge E. Marcos | | |||
| | | | The Company: | | |||
| | | | RALLY COMMUNITAS CORP. | | |||
| | | | By: | | |
/s/ Numaan Akram
|
|
| | | | | | | Name: Numaan Akram | |
| | | | | | | Title: CEO | |
| | | | The Seller Representative: | | |||
| | | | NUMAAN AKRAM | | |||
| | | | /s/ Numaan Akram | |
By: |
|
|
Exhibit
No. |
| |
Description
|
|
| 10.1 | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 10.9 | | | | |
| 10.10 | | | | |
| 10.11 | | |
Form of CVR Agreement, by and among Americas Technology Acquisition Holdings Inc., Jorge E. Marcos, in the capacity as the Purchaser Representative, Numaan Akram, in the capacity as the Seller Representative, ATAC Limited Partnership, and Continental Stock Transfer & Trust Company, as rights agent.(1)
|
|
| 10.12 | | | | |
| 10.13 | | | | |
| 10.14 | | | | |
| 10.15 | | | | |
|
10.16++
|
| | | |
|
10.17++
|
| | | |
| 10.18 | | | Employment Agreement with Numaan Akram** | |
| 10.19 | | | Employment Agreement with Narinder Singh** | |
| 10.20 | | | Employment Agreement with Siheun Song** | |
| 10.21 | | | Employment Agreement with Axel Hellman** | |
| 21 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | |
Consent of Ellenoff Grossman & Schole LLP (included as part of Exhibit 5.1 and Exhibit 8.1).**
|
|
| 23.4 | | | | |
| 24.1 | | | | |
| 99.1 | | | Form of Proxy Card for Shareholders.** | |
|
Exhibit
No. |
| |
Description
|
|
| 99.2 | | | Consent of Numaan Akram, to be named as a Director.* | |
| 99.3 | | | Consent of Narinder Singh, to be named as a Director.* | |
| 99.4 | | | Consent of Siheun Song, to be named as a Director.* | |
| 99.5 | | | Consent of Alberto Pontonio, to be named as a Director.* | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Jorge Marcos
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | | |
|
*
Juan Pablo Visoso
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | | |
|
* By: Jorge Marcos
Attorney-in-fact
|
| | |
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List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/22 Americas Tech Acq Holdings Inc. S-4/A 8:9.6M Toppan Merrill/FA 11/09/22 Americas Tech Acq Holdings Inc. S-4/A 3:9.2M Toppan Merrill/FA 10/17/22 Americas Tech Acq Holdings Inc. S-4/A 10/14/22 4:9.2M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/30/22 Americas Technology Acq Corp. 8-K:1,2,9 8/25/22 12:286K Toppan Merrill/FA 7/29/22 Americas Tech Acq Holdings Inc. S-4 6:8.9M Toppan Merrill/FA 7/28/22 Americas Technology Acq Corp. 425 2:63K Americas Technology Acq Corp. Toppan Merrill/FA 6/17/22 Americas Technology Acq Corp. 8-K:1,2,5,9 6/14/22 13:598K Toppan Merrill/FA 6/07/22 Americas Technology Acq Corp. 8-K:1,7,8,9 6/01/22 18:19M EdgarAgents LLC/FA 3/14/22 Americas Technology Acq Corp. 8-K:2,7,9 3/14/22 13:293K Toppan Merrill/FA 12/15/21 Americas Technology Acq Corp. 8-K:2,7,9 12/13/21 13:308K Toppan Merrill/FA 12/18/20 Americas Technology Acq Corp. 8-K:1,3,5,812/14/20 15:1.1M Toppan Merrill/FA 12/10/20 Americas Technology Acq Corp. S-1/A 12/09/20 27:2.8M Toppan Merrill/FA |