S-4/A 1 tm2221678-4_s4a.htm S-4/A tm2221678-4_s4a - block - 109.1410518s
As filed with the United States Securities and Exchange Commission on September 13, 2022
Registration No. 333-266388
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMERICAS TECHNOLOGY ACQUISITION HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6770
(Primary Standard Industrial
Classification Code Number)
N/A
(I.R.S. Employer
Identification No.)
c/o Americas Technology Acquisition Corp.
16400 Dallas Pkwy #305
Dallas, TX 75248
Telephone (214) 396-5927
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Jorge Marcos
Chief Executive Officer
Americas Technology Acquisition Corp.
16400 Dallas Parkway #305
Dallas, TX 75248
Telephone (214) 396-5927
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Douglas S. Ellenoff, Esq.
Lijia Sanchez, Esq.
Meredith Laitner, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300
Matthew G. Huddle, Esq.
Andrew M. Tucker, Esq.
Nelson Mullins Riley & Scarborough LLP
100 S. Charles Street, Suite 1600
Baltimore, Maryland 21201
(443) 392-9400
Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. Americas Technology Acquisition Corp. may not issue the securities offered by this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION, DATED SEPTEMBER 13, 2022
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
AMERICAS TECHNOLOGY ACQUISITION CORP.
AND
PROSPECTUS FOR UP TO 24,453,057 SHARES OF COMMON STOCK,
UP TO 5,750,000 WARRANTS,
UP TO 5,750,000 SHARES UNDERLYING WARRANTS AND
UP TO 4,137,658 PUBLIC CONTINGENT VALUE RIGHTS
OF
AMERICAS TECHNOLOGY ACQUISITION HOLDINGS INC.
To the Shareholders of Americas Technology Acquisition Corp.:
You are cordially invited to attend the extraordinary general meeting (the “Special Meeting”) of Americas Technology Acquisition Corp. (“ATAC”), which will be held virtually at 10:00 a.m., Eastern Time, on [    ] , 2022, at [      ]. In light of ongoing developments related to the novel coronavirus, after careful consideration, ATAC has determined that the Special Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of ATAC’s shareholders, directors and management team. For the purposes of the Current Charter (as defined below), the Special Meeting may also be attended in person at ATAC’s office at 16400 Dallas Pkwy #305, Dallas, Texas 75248. You or your proxyholder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/[           ] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.
On June 1, 2022, ATAC entered into an Agreement and Plan of Merger (as amended on July 26, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement,”) with Rally Communitas Corp., a Delaware corporation (“Rally”), Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATAC (“Pubco”), Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”), Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), Jorge E. Marcos, in the capacity as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Rally Stockholders and their successors and assignees) (the “Purchaser Representative”), and Numaan Akram, in the capacity as the representative of the Rally Stockholders from and after the Effective Time (the “Seller Representative”) (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the “Business Combination”).
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the effective time of the Purchaser Merger (as defined below), ATAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Purchaser Merger Sub will merge with and into ATAC, with ATAC continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Purchaser Merger”), in connection with which all of the existing securities of ATAC will be exchanged for rights to receive securities of Pubco as follows: (a) each share of ATAC common stock, par value $0.0001 (“ATAC Common Share”) (other than shares held by ATAC Limited Partnership, a Delaware limited partnership (the “Sponsor”) and EarlyBirdCapital, Inc., the representative of the underwriters for ATAC’s IPO (“EBC”), each of which will waive the right to receive CVRs in respect of the Ordinary Shares owned by them) outstanding immediately prior to the Effective Time shall automatically convert into (A) one share of common stock, par value $0.0001, issued by Pubco (“Pubco Common Share”) and (B) one contingent value right (“CVR”) with the rights and terms set forth in a Contingent Value Rights Agreement (the “Public Shareholder CVR Agreement”); (b) each ATAC Common Share held by the Sponsor or by EBC shall automatically convert into one Pubco Common Share and (c) each warrant to purchase shares of ATAC shall automatically convert into one warrant to purchase Pubco Common Shares (“Pubco Warrant”) on substantially the same terms and conditions; (iii) prior to the Effective Time, the holders of all outstanding shares of Rally preferred stock and instruments convertible into equity of Rally will exchange or convert such shares and convertible instruments into shares of Rally common stock (“Rally Common Shares”) in accordance with their terms (the “Company Exchanges”); (iv) following the Company Exchanges, Company Merger Sub will merge with and into Rally, with Rally continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which (A) all Rally Common Shares issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Exchanges) will be converted into the right to receive the applicable portion of the Merger Consideration (as defined below), (B) all options exercisable for Rally

Common Shares will be assumed by Pubco (with adjustments to the number and exercise price of such assumed options in accordance with the terms of the Merger Agreement) and replaced with options exercisable into Pubco Common Shares (“Assumed Options”).
Pursuant to the terms of the Merger Agreement, the consideration to be delivered to security holders of Rally (“Rally Securityholders”) in connection with the Business Combination (the “Merger Consideration”) will be a number of newly-issued securities of Pubco with a value to $165,000,000, subject to adjustments for Rally’s closing debt (net of cash) and accrued but unpaid expenses of Rally related to the transactions contemplated by the Merger Agreement.
At the closing of the Business Combination (the “Closing”), an aggregate of 3,000,000 Pubco Common Shares (the “CVR Escrow Shares”), of which 2,250,000 shares shall be withheld from the Merger Consideration, and 750,000 shares will be withheld from the Pubco Common Shares issuable to Sponsor pursuant to the Merger Agreement, will be deposited into an escrow account (the “CVR Escrow Account”) to satisfy obligations to CVR Holders, to the extent applicable, pursuant to the terms of the CVR Agreements. The CVR Escrow Shares will be released upon the occurrence of certain events on or about the eighteen (18)-month anniversary of the Closing (the “CVR Settlement Date”), in accordance with the terms of the CVR Agreements, either to CVR Holders as of the CVR Settlement Date (which may include former public shareholders of ATAC that did not redeem Ordinary Shares at the Closing or the Support Investors), or, alternatively, to Rally Stockholders and the Sponsor, as applicable.
In addition to the Pubco Common Shares deliverable at the Closing, Rally Stockholders will have the contingent right to receive additional Pubco Common Shares as earnout consideration after the Closing (the “Earnout Consideration”), issuable by Pubco to Rally Stockholders (as of the Closing Date) if the following conditions occur: (A) (i) 1,500,000 additional Pubco Common Shares upon the achievement of a share price target of $17.00 during the period of six (6) months after the Closing until the third (3rd) anniversary of the Closing and (ii) 1,500,000 additional Pubco Common Shares upon the achievement of a share price target of $20.00 during the period of six (6) months after the Closing until the third (3rd) anniversary of the Closing (together, the “VWAP Earnout Consideration”); and (B) (i) 500,000 additional Pubco Common Shares upon the achievement of a revenue target for calendar year 2022, (ii) 500,000 additional Pubco Common Shares upon the achievement of a revenue target for calendar year 2023, and (iii) 500,000 additional Pubco Common Shares upon the achievement of a revenue target for calendar year 2024 (together, the “Revenue Earnout Consideration”).
It is a condition to the Closing, waivable by Rally, that prior to the Closing, one or more investors to be identified by the Sponsor (collectively, the “Support Investors”), have entered into agreement(s) with Pubco (the “Support Subscription Agreements”) to subscribe for units, to be issued by Pubco in a private placement (the “Support Units”), at a price of $10.00 per Support Unit, with the total obligation to purchase Support Units thereunder to be determined based on the shortfall, if any, between $30 million and the amount remaining in ATAC’s trust account established at the time of the IPO (the “Trust Account”) after satisfaction by ATAC of redemptions of Public Shares at the Closing, not to exceed a maximum obligation of $10 million. Each Support Unit will consist of one (1) Pubco Common Share and one (1) Private CVR (as defined below) with the rights and terms set forth in a Contingent Value Rights Agreement (the “Private CVR Agreement,” and together with the Public Shareholder CVR Agreement, the “CVR Agreements”), which shall include rights and terms substantially similar to the terms contained in the Public Shareholder CVR Agreement except that the Private CVRs shall not be registered or tradable
It is anticipated that upon completion of the Business Combination, the ATAC public shareholders would own an interest of approximately 20.6% in Pubco, the Sponsor and initial shareholders of ATAC will own an interest of approximately 14.9% of Pubco, and the Rally Stockholders will own an interest of approximately 64.4% of Pubco. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information and other Data.” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.
The ATAC Units, Ordinary Shares and Public Warrants are traded on The New York Stock Exchange (the “NYSE”) under the symbols “ATA.U”, “ATA” and “ATA.WS”, respectively. On September 9, 2022, the closing sale prices of the ATAC Units, Ordinary Shares and Public Warrants were $10.50, $10.40 and $0.055, respectively. Pubco will apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of the Pubco Common Shares and Pubco Warrants on the NYSE under the proposed symbols “RLLY” and “RLLYW”, respectively and will use commercially reasonable efforts to list the Public CVRs for trading on the Nasdaq Global Market, New York Stock Exchange, or another national securities exchange at Closing in accordance with the terms of the Public Shareholder CVR Agreement. There is no assurance that Pubco will be able to satisfy the NYSE (or, with respect to the Public CVRs, any other national securities exchange’s) listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.
Only holders of record of ordinary shares of ATAC, par value $0.0001 per share (the “Ordinary Shares”), at the close of business on [      ], 2022 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments of the Special Meeting.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. ATAC urges you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 59 of this proxy statement/prospectus.
After careful consideration, the ATAC Board has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Special Meeting is in the best interests of ATAC and recommends that you vote or give instruction to vote “FOR” each of those proposals.
The existence of financial and personal interests of ATAC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ATAC and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.
Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.
On behalf of ATAC’s board of directors, I would like to thank you for your support of ATAC and look forward to a successful completion of the Business Combination.
Very truly yours,
Jorge Marcos
Chief Executive Officer
Americas Technology Acquisition Corp.
If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR ATAC UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated            , 2022 and is first being mailed to the shareholders of ATAC on or about            , 2022.

 
ADDITIONAL INFORMATION
The accompanying document is the prospectus for securities of Pubco. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Special Meeting of ATAC at which ATAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters. This proxy statement/prospectus is available without charge to shareholders of ATAC upon written or oral request. This document and other filings by ATAC with the Securities and Exchange Commission may be obtained by either written or oral request to ATAC’s Chief Executive Officer, Jorge Marcos, at Americas Technology Acquisition Corp., 16400 Dallas Pkwy #305 Dallas, TX 75248 or by telephone at (214) 396-5927.
The Securities and Exchange Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.
In addition, if you have questions about the proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact [     ], the proxy solicitor for ATAC, at [      ]. You will not be charged for any of the documents that you request.
See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.
Information contained on the Rally website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.
To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting, or no later than [      ], 2022.
 

 
AMERICAS TECHNOLOGY ACQUISITION CORP
16400 Dallas Pkwy #305
Dallas, TX 75248
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [      ], 2022
TO THE SHAREHOLDERS OF AMERICAS TECHNOLOGY ACQUISITION CORP.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of Americas Technology Acquisition Corp., a Cayman Islands exempted company (“ATAC”), will be held at 10:00 a.m., Eastern Time, on [      ], 2022. In light of ongoing developments related to the novel coronavirus, after careful consideration, ATAC has determined that the Special Meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of ATAC’s shareholders, directors and management team. For the purposes of ATAC’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the Special Meeting may also be attended in person at ATAC’s office at 16400 Dallas Pkwy #305, Dallas, Texas 75248. You are cordially invited to attend the Special Meeting online by visiting https://www.cstproxy.com/[           ] and using a control number assigned by Continental Stock Transfer & Trust Company. The Special Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus. You will not be able to vote or submit questions through the listen-only format.
At the Special Meeting, you will be asked to consider and vote on the following proposals:
(1)
Proposal 1 — The Domestication Proposal — To consider and vote upon a proposal by special resolution to (a) change the domicile of ATAC pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); (b) adopt upon the Domestication taking effect, the certificate of incorporation (the “Interim Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of ATAC’s Current Charter and which will remove or amend those provisions of ATAC’s Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which ATAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, ATAC intends to adopt Bylaws in the form appended as Annex C to the accompanying proxy statement/prospectus (the “ATAC Bylaws”). The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”
(2)
Proposal 2 — The Business Combination Proposal — To consider and vote upon a proposal by ordinary resolution to approve the Agreement and Plan of Merger by and among ATAC, Rally Communitas Corp., a Delaware corporation (“Rally”), Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATAC (“Pubco”), Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Purchaser Merger Sub”), Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), Jorge E. Marcos, in the capacity as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Rally stockholders and their successors and assignees) (the “Purchaser Representative”), and Numaan Akram, in the capacity as the representative of the Rally stockholders from and after the Effective Time (the “Seller Representative”) (as amended on July 26, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement”), pursuant to which ATAC and Rally will become wholly-owned subsidiaries of Pubco.
 

 
A copy of the Merger Agreement is appended to the accompanying proxy statement/prospectus as Annex A. The Business Combination Proposal is conditioned upon the approval of the Domestication Proposal. Therefore, if the Domestication Proposal is not approved, then the Business Combination Proposal will have no effect, even if approved by ATAC shareholders. The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”
(3)
Proposal 3 — The Charter Proposal —  To consider and vote on a proposal by special resolution to approve, in connection with the Business Combination, the adoption of Pubco’s amended and restated certificate of incorporation (the “Proposed Charter”), in the form appended to the accompanying proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by ATAC shareholders. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 3: The Charter Proposal.”
(4) – (9) 
Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote upon five separate non-binding advisory proposals to approve, by ordinary resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between the Current Charter in effect immediately prior to the Domestication, and the Proposed Charter of Pubco upon completion of the Business Combination, specifically:
Proposal 4
To approve provisions to be included in the Proposed Charter providing that directors may only be removed for cause and only by the affirmative vote of the holders of at least 6623% of the voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
Proposal 5
To approve provisions to be included in the Proposed Charter providing that (i) stockholder special meetings may only be called by the Pubco Board pursuant to a resolution adopted by a majority of the Pubco 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 and (ii) stockholders may only act at annual and special meetings and not by written consent.
Proposal 6
To approve provisions to be included in the Proposed Charter providing that the amendment of certain provisions of the Proposed Charter related to the number of directors and director terms and that any amendment of the Proposed Bylaws requires the affirmative vote of the holders of at least 6623% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote on such amendment.
Proposal 7
To approve provisions to be included in the Proposed Charter changing the post-Business Combination company’s corporate name to “Rally Mobility Co”.
Proposal 8
To approve provisions to be included in the Proposed Charter to remove certain provisions related to ATAC’s status as a blank check company that will no longer apply upon consummation of the Business Combination.
 

 
Proposal 9
To approve provisions to be included in the Proposed Charter increasing the total number of authorized shares of all classes of stock to [      ] shares, each with a par value of $0.0001 per share, consisting of (i) [      ] shares of Common Stock and (ii) [      ] shares of preferred stock.
The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”
(10)
Proposal 10 — The NYSE Proposal — To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03, the issuance of Pubco Common Shares in connection with the Business Combination and the Support Investment and the additional Pubco Common Shares that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03. The NYSE Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 10: The NYSE Proposal”.
(11)
Proposal 11 — The Incentive Plan Proposal — To consider and vote on a proposal by ordinary resolution to approve the Pubco 2022 Equity Incentive Plan, referred to as the “Incentive Plan,” a copy of which is appended to the accompanying proxy statement/prospectus as Annex F. The board of directors of Pubco (the “Pubco Board”) intends to adopt the Incentive Plan, subject to approval from the shareholders of ATAC, effective upon the Closing, to be used by the Company on a go-forward basis from the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 11: The Incentive Plan Proposal.”
(12)
Proposal 12 — The Director Election Proposal — To consider and vote upon a proposal by ordinary resolution to elect seven (7) directors to the Pubco Board, a majority of which will be independent under NYSE requirements, including three (3) directors designated by Rally, prior to the Closing, one (1) director designated by ATAC prior to the Closing, who will qualify as independent under NYSE requirements, and three (3) persons mutually agreed upon by each of Rally and ATAC, which approval shall not be unreasonably denied or delayed, all of whom shall be required to qualify as independent directors under NYSE rules, effective upon the Closing, to serve on the Pubco Board until Pubco’s 2024 annual meeting of stockholders, or when such directors’ successors have been duly elected and qualified, or upon such directors’ earlier death, resignation, retirement or removal for cause. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 12: The Director Election Proposal.”
(13)
Proposal 13 — The Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to adjourn the Special Meeting to a later date or dates, if necessary or desirable, at the determination of the ATAC Board. This proposal is referred to as the “Adjournment Proposal.” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 13: The Adjournment Proposal.”
The proposals being submitted for a vote at the Special Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Merger Agreement. ATAC urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.
After careful consideration, the ATAC Board has approved the Merger Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the Special Meeting is in the best interests of ATAC and recommends that you vote or give instruction to vote “FOR” each of the above proposals.
 

 
The existence of financial and personal interests of ATAC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ATAC and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.
The Record Date for the Special Meeting is [      ], 2022. Only holders of record of Ordinary Shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments of the Special Meeting.
The ATAC Units, Ordinary Shares and Public Warrants are traded on The New York Stock Exchange (the “NYSE”) under the symbols “ATA.U”, “ATA” and “ATA.WS”, respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of the Pubco Common Shares and Pubco Warrants on the NYSE under the proposed symbols “RLLY” and “RLLYW”, respectively and will use commercially reasonable efforts to list the Public CVRs for trading on the Nasdaq Global Market, New York Stock Exchange, or another national securities exchange at Closing in accordance with the terms of the Public Shareholder CVR Agreement. There is no assurance that Pubco will be able to satisfy the NYSE (or, with respect to the Public CVRs, any other national securities exchange’s) listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.
Pursuant to the Current Charter, a Public Shareholder (as defined in the proxy statement/prospectus) may request that ATAC redeem all or a portion of its Public Shares (as defined in the proxy statement/prospectus) for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through ATAC Units and you elect to separate your ATAC Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, ATAC’s transfer agent, that ATAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of ATAC Units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their ATAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the ATAC Units into the underlying shares and warrants, or if a holder holds ATAC Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, ATAC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with ATAC’s IPO, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of September 9, 2022, this would have amounted to approximately $10.45 per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with ATAC’s consent, until the consummation of the Business Combination, or such other date as determined by the ATAC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS — REDEMPTION RIGHTS
 

 
in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Required Proposals are interdependent on each other. The Organizational Documents Proposals are conditional upon the Required Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If ATAC’s shareholders do not approve each of the Required Proposals at the Special Meeting, the Business Combination may not be consummated.
Each of the Proposals other than the Domestication Proposal and the Charter Proposal must be approved by ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the members as, being entitled to do so, vote in person or by proxy at the Special Meeting.
The Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of such members as, being entitled to do so, vote in person, or, where proxies are allowed, by proxy at the Special Meeting.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. ATAC urges you to read the accompanying proxy statement/prospectus carefully.
If you have any questions or need assistance voting your Ordinary Shares, please contact ATAC’s proxy solicitor, [      ] toll-free at [      ] (banks and brokers call [      ]), or by emailing [       ], This notice of the Special Meeting and the proxy statement/prospectus are available at the SEC’s website at www.sec.gov.
By Order of the Board of Directors of ATAC
Lisa Harris
Chair of the Board
 

 
TABLE OF CONTENTS
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F-1
 
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ANNEXES
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B-1
C-1
D-1
E-1
F-1
G-1
 
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BASIS OF PRESENTATION AND GLOSSARY
Frequently Used Terms
As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:
2022 Revenue Target” means $30,000,000.
2023 Revenue Target” means $60,100,000.
2024 Revenue Target” means $109,600,000.
ATAC Board” means the board of directors of ATAC.
ATAC Bylaws” means the bylaws of ATAC to take effect upon the Domestication, in the form included as Annex C to this proxy statement/prospectus, as further described in the “Domestication Proposal” section of this proxy statement/prospectus.
ATAC common stock” means the shares of common stock, par value $0.0001 per share, of ATAC following the Domestication, which shares will have the rights and preferences, and otherwise be subject to the terms and conditions set forth in, the Interim Charter.
ATAC Parties” means ATAC, Pubco, Company Merger Sub and Purchaser Merger Sub.
ATAC Shareholder Approval” means the approval of the Required Proposals by the requisite vote of the shareholders of ATAC at the Special Meeting in accordance with ATAC’s organizational documents, applicable law and this proxy statement/prospectus.
ATAC Representative” means Jorge E. Marcos, solely in the capacity as the representative from and after the Closing for the stockholders of Pubco (other than the Rally Securityholders and their successors and assignees) pursuant to the Merger Agreement.
ATAC Units” means the units, each consisting of one ordinary share and one half of one warrant (each whole warrant entitling the holder thereof to purchase one ordinary share) issued by ATAC pursuant to, and with the terms set forth in, the Current Charter.
Ancillary Documents” means each agreement, instrument or document attached as an exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Merger Agreement in connection with or pursuant to the Merger Agreement.
Assumed Options” means the options to purchase Pubco Common Shares issuable by Pubco at Closing as Merger Consideration to the holders of Rally Options issued and outstanding as of immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.
August 2022 Note” means the promissory note issued by ATAC to the Sponsor on August 25, 2022, in the principal amount of up to $500,000, for working capital purposes. The August 2022 Note is repayable in cash upon consummation of the Business Combination.
Business Combination” means the transactions contemplated by the Merger Agreement.
BCMA” means the Business Combination Marketing Agreement, dated December 14, 2020, entered into by ATAC and the Representative in connection with the IPO.
Cayman Islands Companies Act” or the “Companies Act” or “the Act” refers to the Cayman Islands Companies Act (As Revised).
Closing” means the closing of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Company Exchanges” means the conversion or exchange, prior to the Effective Time, of all of the shares of Rally Preferred Stock and Rally Convertible Instruments for shares of Rally common stock, in accordance with their terms, at the applicable conversion ratio(s).
 
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Company Merger Sub” means Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.
Continental” means Continental Stock Transfer & Trust Company.
Current Charter” means ATAC’s Amended and Restated Memorandum and Articles of Association, as amended on June 17, 2022, and as may hereafter be amended, prior to the Domestication.
CVR” means a contractual contingent value right (which shall not be evidenced by a certificate or other instrument) representing the right of qualifying CVR Holders to receive, in certain circumstances, a contingent payment in the form of Pubco Common Shares pursuant to the terms and conditions of the applicable CVR Agreement.
CVR Agreements” means the Public Shareholder CVR Agreement and the Support Investor CVR Agreement, collectively.
CVR Escrow Account” means a segregated escrow account from which the Escrow Property to be disbursed in accordance with the terms of the Merger Agreement, the Contingent Value Rights Agreement and the Escrow Agreement.
CVR Escrow Shares” means the 3,000,000 Pubco Common Shares which, at the Closing, shall be placed into the CVR Escrow Account to satisfy obligations to CVR Holders in accordance with the terms of the CVR Agreements, of which (i) 2,250,000 shares shall be withheld from the Merger Consideration otherwise deliverable to Rally Stockholders at Closing and contributed to the CVR Escrow Account, and (ii) 750,000 shares will be withheld from the Pubco Common Shares otherwise issuable to the Sponsor upon consummation of the Purchaser Merger pursuant to the Merger Agreement and contributed to the CVR Escrow Account (subject to the terms of the Insider Escrow Agreement) (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted).
CVR Holders” means, collectively, holders of Public CVRs and holders of Private CVRs.
CVR Settlement Date” means the date the CVR Escrow Shares will be released upon the occurrence of certain events on or about the 18-month anniversary of the Closing, in accordance with the CVR Agreements.
December 2021 Note” means the promissory note issued by ATAC to the Sponsor on December 13, 2021, in the principal amount of $1,150,000, in connection with an extension of the time period during which ATAC must complete an initial business combination. Upon consummation of the Business Combination, the December 2021 Note may be repaid, at the Sponsor’s discretion, (i) in cash or (ii) for warrants exercisable for ordinary shares, based on a conversion price of $1.00 per warrant.
DGCL” means the Delaware General Corporation Law, as amended.
Dissenting Shares” means the Rally Common Shares held by Dissenting Stockholders, if any.
Dissenting Stockholders” means the Rally Stockholders that have validly exercised appraisal rights pursuant to Section 262 of the DGCL with respect to Rally Common Shares.
Domestication” means the transfer by way of continuation of ATAC out of the Cayman Islands, and into the State of Delaware as a Delaware corporation, with the Ordinary Shares of ATAC becoming shares of ATAC common stock, under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, and subject to the receipt of the approval of the shareholders of ATAC to the Domestication and its terms, including the adoption of the Interim Charter and the adoption by the ATAC Board of the ATAC Bylaws consistent with the DGCL and changing the name and registered office of ATAC.
DTC” means The Depository Trust Company.
DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.
 
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Earnout Consideration” means the additional Pubco Common Shares issuable to Rally Stockholders after Closing as VWAP Earnout Consideration or Revenue Earnout Consideration in the event certain price and revenue-based conditions are satisfied.
EBC” means EarlyBirdCapital, Inc., the Representative of the IPO Underwriters.
EBC Transaction Fee” means the transaction fee equal to 3.5% of the gross proceeds received by ATAC in the IPO, or $4,025,000, payable to EBC at the Closing, provided that, to the extent applicable, up to 30% ($1,207,500) of such fee may be paid to investment banks or other financial advisors that did not participate in the IPO and assist ATAC in consummating a business combination pursuant to the terms of the BCMA.
Effective Time” means the date and time that the Mergers are consummated in accordance with the terms of the Merger Agreement.
Employment Agreements” means, collectively, the employment agreements between Pubco and each of the Key Employees to be entered into on or prior to and as a condition to the Closing.
Escrow Agent” means Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to ATAC and Rally).
Escrow Property” means the CVR Escrow Shares, along with any other dividends, distributions or other income on the CVR Escrow Shares.
Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
Exchange Agent” means Continental Stock Transfer & Trust Company, or another agent reasonably acceptable to Rally, appointed in accordance with the terms of the Merger Agreement for the purpose of exchanging shares of Rally Stock for the Stockholder Merger Consideration in accordance with the terms of the Merger Agreement.
Extension” means an extension of the deadline by which ATAC must complete its business combination pursuant to, and obtained in accordance, with the terms of the Current Charter.
Extension Amendment” means the amendment to ATAC’s Current Charter, approved by ATAC shareholders at an extraordinary general meeting on June 14, 2022.
Extension Expenses” means the costs and expenses necessary for an Extension.
FINRA” means Financial Industry Regulatory Authority, Inc.
Founder Shares” means the Ordinary Shares held by the Sponsor that were initially purchased by the Sponsor in a private placement prior to the IPO.
GAAP” means U.S. generally accepted accounting principles.
Incentive Plan” means the Rally Mobility Co 2022 Equity Incentive Plan, to be adopted by Pubco in a form satisfactory to ATAC, subject to the approval by ATAC shareholders at the Special meeting, which will provide for awards for a number of Pubco Common Shares equal to 10% of the aggregate number of Pubco Common Shares issued and outstanding immediately after the Closing (after giving effect to the Redemption), a copy of which is attached as Annex F to this proxy statement/prospectus, as further described in the “Incentive Plan Proposal” section of this proxy statement/prospectus.
Indian Company” means Ourbus India Private Limited.
Initial Public CVR Holder” means each Public Shareholder that did not redeem their Ordinary Shares in connection with the consummation of the business combination and received a Public CVR therefor.
initial shareholders” means all of ATAC’s shareholders immediately prior to its IPO, including its officers and directors and the underwriters in its IPO, to the extent they hold such shares.
Insiders” means ATAC’s officers and directors (at the time of the IPO), the Sponsor and each transferee of Founder Shares.
 
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Insider Escrow Agreement” means the Share Escrow Agreement, dated as of December 14, 2020, among ATAC, the Insiders and the Transfer Agent.
Insider Letter Agreement” means the letter agreement dated December 14, 2020, between ATAC and each of the Insiders.
Insider Registration Rights Agreement” means the Registration Rights Agreement, by and among ATAC, the Insiders and EBC, dated December 14, 2020 entered into in connection with the IPO, as amended from time to time in accordance with its terms.
Interim Charter” means the certificate of incorporation attached to this proxy statement/prospectus as Annex B and to be adopted by ATAC upon the Domestication taking effect.
Interim Period” means the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Closing.
IPO” or “Initial Public Offering” means ATAC’s initial public offering of its units, Ordinary Shares and warrants pursuant to the IPO Prospectus.
IPO Prospectus” means the final prospectus of ATAC, dated as of December 14, 2020, and filed with the SEC on December 16, 2020 (File No. 333-250841).
IPO Underwriters” means the underwriters for ATAC’s IPO, EBC and I-Bankers Securities, Inc.
June 2022 Note” means the promissory note issued by ATAC to the Sponsor on June 14, 2022, in the principal amount of $830,000, in connection with an extension of the time period during which ATAC must complete an initial business combination pursuant to the Current Charter. The June 2022 Note is repayable in cash upon consummation of the Business Combination.
Key Employee” means Numaan Akram, Narinder Singh, Siheun Song and Axel Hellman.
Lock-Up Agreements” means the agreements entered into prior to or simultaneously with the Merger Agreement pursuant to which certain stockholders of Rally agreed to certain restrictions on transfers of securities to be received by them at the Closing (and securities underlying those securities) after the Closing in accordance with the terms of the Merger Agreement.
March 2022 Note” means the promissory note issued by ATAC to the Sponsor on March 14, 2022, in the principal amount of $1,150,000, in connection with an extension of the time period during which ATAC must complete an initial business combination pursuant to the Current Charter. The March 2022 Note is repayable in cash upon consummation of the Business Combination.
Mergers” means the Purchaser Merger and the Company Merger.
Merger Agreement” means the Agreement and Plan of Merger, as amended on July 26, 2022, and as it may be further amended or supplemented from time to time, by and among ATAC, Rally, Pubco, the Purchaser Merger Sub, the Company Merger Sub, the Purchaser Representative, and the Seller Representative. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Merger Consideration” means the aggregate consideration payable to Rally Securityholders pursuant to the Merger Agreement, which shall be a number of newly-issued Pubco Securities with a value equal to (i) $165,000,000, subject to adjustments for Rally’s closing debt (net of cash) and accrued but unpaid expenses of Rally related to the transactions contemplated by the Merger Agreement, plus (ii) the Earnout Consideration.
Merger Subs” means the Company Merger Sub and the Purchaser Merger Sub.
NYSE” means the New York Stock Exchange.
Non-Competition Agreements” means the Non-Competition and Non-Solicitation Agreements to be entered into by Pubco and certain members of Rally management prior and as a condition to the Closing pursuant to the terms of the Merger Agreement
 
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Ordinary Shares” means the ordinary shares, par value $0.0001 per share, of ATAC prior to the Domestication.
Per Share Price” means the result of (i) the Rally Base Value, minus Rally’s net indebtedness minus Rally’s unpaid transaction expenses divided by (ii) the fully diluted shares of Rally.
Preferred Return” means an additional contingent consideration to be received by the CVR Holders in the form of additional Pubco Common Shares if the trading price of Pubco is below the price that would provide the CVR Holders with a 10% preferred return over the 18-month period after the Closing (based on the Redemption Price per Public Share at Closing).
Private CVR Agreement” means the CVR Agreement containing the rights and terms of the Private CVRs issuable by Pubco to investors in Purchaser Financing Transactions (including, without limitation, Support Investors), which shall include rights and terms substantially similar to the terms contained in the Public Shareholder CVR Agreement except that the Private CVRs shall not be registered or tradable.
Private CVR Holders” means the holders of all Private CVRs issued by Pubco in connection with the consummation of the Business Combination.
Private CVRs” means the contingent value rights issued to investors in Purchaser Financing Transactions with as part of Public Units with the rights and terms set forth in the Private CVR Agreement.
Private Warrants” means the warrants to purchase Ordinary Shares that ATAC issued to the Sponsor and to the Representative in a private placement completed at the time of the IPO, each of which entitles the holder thereof to purchase one Ordinary Share at a purchase price of $11.50 per share.
Proposals” means all of the proposals presented to ATAC shareholders at the Special Meeting.
Proposed Bylaws” means Pubco’s amended and restated bylaws in the form included as Annex E to this proxy statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination, as further described in the “Charter Proposal” section of this proxy statement/prospectus.
Proposed Charter” means Pubco’s amended and restated certificate of incorporation in the form included as Annex D to this proxy statement/prospectus, proposed to be in effective at and following the Closing of the Business Combination.
Pubco” means Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATAC.
Pubco Board” means the board of directors of Pubco subsequent to the completion of the Business Combination.
Pubco Common Shares” means the shares of common stock, par value $0.0001 per share, of Pubco.
Pubco Securities” means securities issued by Pubco including, without limitation, Pubco Common Shares, Pubco Warrants, Assumed Options and CVRs.
Pubco Warrant” means a warrant, each exercisable to purchase one Pubco Common Share.
Pubco Unit” means a unit, issuable by Pubco in connection with the consummation of the Business Combination, consisting of a pair of Pubco securities that includes one (1) Pubco Common Share and one (1) Private CVR.
Public CVR Holders” means the Initial Public CVR Holders and any other holders of Public CVRs as of the CVR Settlement Date.
Public CVRs” means the CVRs issuable by Pubco to holders of the ATAC Common Stock (formerly holders of Ordinary Shares that ATAC shareholders did not redeem in connection with the Closing) in accordance with the terms of the Merger Agreement upon consummation of the Purchaser Merger, with the rights and terms set forth in the Public Shareholder CVR Agreement.
 
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Public Shareholder CVR Agreement” means the CVR Agreement containing the rights and terms of the Public CVRs issuable by Pubco to Public Shareholders that did not redeem Ordinary Shares in connection with the Closing and, prior to the Purchaser Merger, hold shares of ATAC common stock.
Public Shareholder” means a holder of Public Shares as of the relevant date.
Public Shares” means the Ordinary Shares sold in the IPO (including Ordinary Shares included in the overallotment units acquired by ATAC’s underwriters), whether they were purchased in the IPO or thereafter in the open market.
Public Warrant” means the one-half of a warrant, originally included as part of Public Units, each whole warrant entitling the holder thereof to purchase one (1) Ordinary Share at a purchase price of $11.50 per share.
Purchaser Merger Sub” means Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco.
Purchaser Representative” means Jorge E. Marcos, in the capacity as the representative from and after the effective time of the Merger of the stockholders of Pubco (other than the Rally Securityholders and their successors and assignees).
Rally” means Rally Communitas Corp., a Delaware corporation.
Rally Base Value” means $165,000,000.
Rally Charter” means the Amended and Restated Certificate of Incorporation of Rally, as amended and effective under the DGCL, prior to the Effective Time.
Rally common stock” means the common stock, par value $0.0001 per share, of Rally.
Rally Convertible Instruments” means the outstanding obligations of the Target Companies under the Rally Convertible Instrument Agreements (as defined in the Merger Agreement).
Rally Convertible Securities” means, collectively, Rally Options, Rally Convertible Instruments, and any other options, warrants or rights to subscribe for or purchase any capital stock of Rally or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of Rally.
Rally Equity Plan” means the Rally Communitas Corp 2021 Equity Incentive Plan as adopted by the Board of Directors of Rally on January 26, 2022.
Rally Option” means an option to purchase Rally common stock that was granted pursuant to the Rally Equity Plan.
Rally Preferred Stock” means the preferred stock, par value $0.0001 per share, of Rally, including classes of preferred stock designated and defined in the Rally Charter as Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series Seed-4 Preferred Stock, Series Seed-5 Preferred Stock, Series Seed-6 Preferred Stock, Series Seed-7 Preferred Stock, Series Seed-8 Preferred Stock and Series Seed-9 Preferred Stock.
Rally Related Party Loan” means that certain Shareholder Loan Agreement dated December 31, 2020, by and between Atul Sharma, as lender, and Rally, as borrower, in the principal amount of $100,000.
Rally Related Party Note 1” means that certain promissory note dated July 22, 2022, issued by Rally to Narinder Singh in the principal amount of $300,000.
Rally Related Party Note 2” means that certain Second Amended and Restated Promissory Note dated May 5, 2022, issued by Rally to Sharma Family Holdings LLC in the principal amount of $1,000,000.
Rally Securities” means, collectively, Rally Stock, Rally Options and any other Rally Convertible Securities.
Rally Securityholders” means, collectively, the holders of Rally Securities.
 
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Rally Stock” means any shares of Rally common stock and Rally Preferred Stock.
Rally Stockholders” means, collectively, the holders of Rally Stock.
Record Date” means [      ], 2022.
Redemption” means the redemption of the Public Shares for the Redemption Price.
Redemption Date” means that date on which holders of Public Shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Charter in connection with the Closing of the Business Combination.
Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date.
Related Agreements” means additional agreements entered into or to be entered into pursuant to the Merger Agreement.
Representative” means EBC, in its capacity as representative of the IPO Underwriters in accordance with the terms of the Underwriting Agreement.
Representative Shares” means the 125,000 Ordinary Shares issued by ATAC to the Representative and its designees in connection with the IPO.
Required Proposals” means the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the NYSE Proposal.
Revenue” means, for purposes of the Merger Agreement, the revenue of Pubco and its subsidiaries on a consolidated basis as reflected in Pubco’s post-Closing financial statements, but excluding (i) any revenue derived from business-generating pursuits by a business acquired by Pubco or its subsidiaries after the Closing, (ii) for 2022, all interest income earned on the funds deposited in the Trust Account.
Revenue Earnout Consideration” means, collectively, the (i) 500,000 Pubco Common Shares issuable to Rally Stockholders if Pubco’s post-Closing revenues meet or exceed the 2022 Revenue Target, (B) 500,000 Pubco Common Shares issuable to Rally Stockholders if Pubco’s revenues meet or exceed the 2023 Revenue Target, and (C) 500,000 Pubco Common Shares issuable to Rally Stockholders if Pubco’s revenues meet or exceed the 2024 Revenue Target.
Rights Agent” means Continental Stock Transfer and Trust Company.
SEC” means the United States Securities and Exchange Commission.
Securities Act” means the Securities Act of 1933, as amended.
Seller Representative” means Numaan Akram, in the capacity as the representative of the Rally Securityholders from and after the Effective Time.
Special Meeting” means the extraordinary general meeting of ATAC, to be held by virtual meeting at [      ] a.m., Eastern Time, on [      ], 2022, the physical location for which, in accordance with the Current Charter, shall be ATAC’s office at 16400 Dallas Pkwy #305, Dallas, Texas 75248, and any adjournments thereof.
Sponsor” means ATAC Limited Partnership, a Delaware limited partnership.
Sponsor Notes” means the December 2021 Note, the March 2022 Note, the June 2022 Note and the August 2022 Note.
Stockholder Merger Consideration” means the portion of the Merger Consideration deliverable to Rally Stockholders in accordance with the terms of the Merger Agreement.
Support Investors” means the investors, to be identified by the Sponsor, that enter into Support Subscription Agreements prior and as a condition to the Closing.
 
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Support Subscription Agreements” means the agreements to be entered into prior and as a condition to the Closing, pursuant to which the Support Investors agree to purchase certain Support Units, subject to the terms and conditions thereof, contingent upon redemptions at Closing by Public Shareholders.
Support Units” means the Pubco Units issuable by Pubco to Support Investors at a price of $10.00 per unit, each consisting of one (1) Pubco Common Share and one (1) Private CVR, pursuant to the terms of the Support Subscription Agreement.
Surviving Subsidiaries” means Company Surviving Subsidiary and Purchaser Surviving Subsidiary.
Target Company” means each of Rally and its direct and indirect subsidiaries.
Tier I Share Price Target” means a share price target of $17.00 during the period of six (6) months after the Closing until the third anniversary of the Closing.
Tier II Share Price Target” means a share price target of $20.00 during the period of six (6) months after the Closing until the third anniversary of the Closing.
Transaction Financing” means any private placement of Pubco Common Shares pursuant to a subscription agreement with investors, backstop or non-redemption agreement or arrangement entered into between ATAC and any current holder of ATAC Public Units or Ordinary Shares or any potential investor prior to the Closing Date in connection with the Business Combination.
Transfer Agent” means Continental Stock Transfer & Trust Company.
Trust Account” means the trust account established by ATAC with the proceeds from the IPO and sale of Private Warrants pursuant to the Trust Agreement in accordance with the IPO Prospectus.
Trust Agreement” means the Investment Management Trust Agreement, dated as of December 14, 2020, as it may be amended, by and between ATAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.
Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
Vantage Point” means Vantage Point Partners, Inc., the fairness opinion provider to ATAC Board.
VWAP Earnout Consideration” means the additional Pubco Common Shares as earnout consideration to be received by Rally Stockholders pursuant to the contingent right as follows: (i) 1,500,000 additional Pubco Common Shares upon the achievement of the Tier I Share Price Target; and (ii) 1,500,000 additional Pubco Common Shares upon the achievement of the Tier II Share Price Target.
VWAP Earnout Period” means the period commencing on the date that is six (6) months after the Closing Date until the third anniversary of the Closing Date.
Voting Agreements” means the voting agreements entered into by ATAC, Rally and certain Rally Securityholders and delivered to ATAC on or prior to execution of the Merger Agreement.
Warrants” means the Private Warrants and Public Warrants, collectively.
Warrant Agreement” means the Warrant Agreement, dated as of December 14, 2020, between ATAC and Continental, which governs ATAC’s outstanding Warrants.
Share Calculations and Ownership Percentages
Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):
1.
No Public Shareholders exercise their redemption rights in connection with the Closing of the
 
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Business Combination, and the balance of the Trust Account as of the Closing is the same as its balance on September 9, 2022 of approximately $43.2 million. Please see the section entitled “The Extraordinary General Meeting — redemption rights.”
2.
There are no transfers by the Sponsor of Ordinary Shares or Private Warrants prior to the Closing, though the share calculations and ownership assume that the 750,000 Pubco Common Shares to be issued to the Sponsor upon consummation of the Purchaser Merger in respect of 750,000 Founder Shares held by the Sponsor will be issued and deemed outstanding and beneficially owned by the Sponsor and deposited into the CVR Escrow Account at the Closing (though the CVR Escrow Shares may, following the CVR Settlement Date, be distributed to CVR Holders or may be distributed to the Rally stockholders and the Sponsor, respectively, in proportion to their respective contributions to the CVR Escrow Account, upon and subject to the conditions of the CVR Agreements).
3.
No holders of ATAC Warrants exercise any of the outstanding ATAC Warrants.
4.
There are no Purchase Price Adjustments to the Merger Consideration pursuant to the terms of the Merger Agreement.
5.
Solely for purposes of calculating estimated pro forma ownership immediately after the Closing, subject to the assumptions further described herein and, as applicable, within the pro forma financial statement sections of this proxy statement/prospectus, the assumed Redemption Price upon consummation of the Business Combination is $10.40, which is based on the amount in the Trust Account as of June 30, 2022, adjusted for withdrawals for redemptions in connection with the Extension Amendment, but not including any interest earned on the funds in the Trust Account following June 30, 2022.
6.
Upon consummation of the Purchaser Merger, (i) non-redeeming ATAC Public Shareholders will receive, as consideration in the Purchaser Merger for the shares of ATAC common stock held by such holders following the Domestication, 4,137,658 Pubco Common Shares and an equivalent number of Public CVRs; (ii) the Sponsor (which has waived its right to receive Public CVRs) will receive, as consideration in the Purchaser Merger for the shares of ATAC common stock held by the Sponsor following the Domestication, 2,875,000 Pubco Common Shares (750,000 of which will be deposited into the CVR Escrow Account at the Closing), (iii) the Representative (which has waived its right to receive Public CVRs) will receive, as consideration in the Purchaser Merger, for the shares of ATAC common stock held by the Representative following the Domestication, 125,000 Pubco Common Shares and (iv) all of the outstanding ATAC Warrants will become Pubco Warrants exercisable for Pubco Common Shares, in each case in accordance with the terms of the Merger Agreement.
7.
There are no Pubco Units (including Support Units to Support Investors) issued in connection with the Business Combination.
8.
Prior to the Closing Date, the Company Exchanges have occurred in accordance with the terms of the Merger Agreement.
9.
At the Closing, 2,250,000 Pubco Common Shares otherwise deliverable to the Rally Stockholders as a portion of the Stockholder Merger Consideration are issued and outstanding and deemed to be beneficially owned by the Rally stockholders, as a group, and deposited into the CVR Escrow Account (though the CVR Escrow Shares may, following the CVR Settlement Date, be distributed to CVR Holders or may be distributed to the Rally stockholders and the Sponsor, respectively, in proportion to their respective contributions to the CVR Escrow Account, upon and subject to the conditions of the CVR Agreements).
10.
Other than (i) 1,000 Pubco Common Shares issued to ATAC upon its formation, which shares shall be cancelled in connection with the Business Combination; (ii) the Pubco Common Shares, Public CVRs and Pubco Warrants to be issued upon consummation of the Purchaser Merger and (iii) the Pubco Common Shares and Assumed Options to be issued to the Rally Securityholders as Merger Consideration upon consummation of the Company Merger, there are no other issuances of equity securities of Pubco prior to or in connection with the Closing.
11.
None of the holders of Rally Options exercise any of the outstanding Rally Options.
 
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12.
None of the Rally Stockholders exercises appraisal rights in connection with the Closing.
13.
At the Closing, (a) the aggregate principal amount of the Rally Related Party Note 1 and accrued and unpaid interest thereon, estimated through an assumed Closing Date, for calculation purposes only as of December 31, 2022, is $308,760, which amount shall be repaid in cash at the Closing from proceeds from the Business Combination, (b) the aggregate principal amount of the Rally Related Party Note 2, and accrued and unpaid interest thereon, estimated through an assumed Closing Date, for calculation purposes only as of December 31, 2022, is $1,024,613.58, and (c) the aggregate principal amount of the Rally Related Party Loan, and accrued and unpaid interest thereon, estimated through an assumed Closing Date, for calculation purposes only as of December 31, 2022, is $101,966.30.
14.
At the Closing, the aggregate principal amount of the Sponsor Notes shall be repaid in cash from proceeds from the Business Combination.
 
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TRADEMARKS
This proxy statement/prospectus references the trademark and service mark applications of Rally. Such applications include “RALLY BUS”, which was filed in the name of Rally Bus Corp. (Rally’s wholly-owned subsidiary that was formed on September 30, 2014); and “ [MISSING IMAGE: tm2221678d1-icon_rallybus4c.jpg]” ​(U.S. trademark), “OURBUS” ​(U.S. trademark) and “OURBUS” ​(Australian trademark) which were filed in the name of OurBus, Inc. (Rally’s wholly owned subsidiary that was formed on February 1, 2016). Such trademarks have been registered with the U.S. Patent and Trademark Office (“USPTO”) and IP Australia, as applicable, will be protected under applicable intellectual property laws, and are the property of Rally or its subsidiaries. This proxy statement/prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “Trademarks.”
Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. Although both ATAC and Rally believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. ATAC’s and Rally’s internal company reports have not been verified by any independent source. Statements as to industry position are based on market data currently available. While ATAC and Rally are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements, which are statements other than those of historical fact. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business Combination, the timing of the closing of the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of ATAC, Rally and Pubco prior to the Business Combination and the period following the consummation of the Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “will,” “seek,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts and assumptions of the management of ATAC and Rally, involve a number of judgments, risks and uncertainties and are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by ATAC and the following:

expectations regarding (and Rally’s ability to meet expectations regarding) Rally’s strategies and future financial performance, including Rally’s future business plans or objectives, anticipated demand and acceptance of its products, pricing, marketing plans, manufacturing, production and supply
 
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capabilities, operating expenses, market trends, revenues, liquidity, cash flows and uses of cash, capital expenditures, and Rally’s ability to invest in growth initiatives;

Rally has a history of losses and may be unable to achieve or sustain profitability;

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

the outcome of any legal proceedings that may be instituted against ATAC, Rally, Pubco and others following announcement of the Merger Agreement and the transactions contemplated therein;

the inability to complete the Business Combination due to the failure to obtain ATAC shareholders’ approval or satisfy other conditions to closing under the Merger Agreement;

the risk that the proposed Business Combination disrupts current plans and operations of Rally as a result of the announcement and consummation of the Business Combination;

the ability to recognize the anticipated benefits of the Business Combination;

unexpected costs related to the proposed Business Combination;

the amount of any redemptions by shareholders of ATAC being greater than expected;

the ability to list Pubco securities on the NYSE;

limited liquidity and trading of Pubco’s securities;

geopolitical risk and changes in applicable laws or regulations;

the possibility that ATAC, Rally or Pubco may be adversely affected by other economic, business, and/or competitive factors;

the possibility that the COVID-19 pandemic, or another major disease or epidemic, disrupts Rally’s business;

the risk that, following the consummation of the Business Combination, Rally fails to cost-effectively attract and retain new riders, fails to attract, retain, motivate or integrate its personnel, fail to maintain and continue developing its reputation, or fails to maintain its company culture, in each case negatively affecting its business;

the possibility that Rally may require additional capital to support the growth of its business, which may not be available following the consummation of the Business Combination;

litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Rally’s resources;

the possibility that expansion of Rally’s customer offerings or certain operations (including expansion into additional U.S. and foreign jurisdictions) may subject it to additional legal and regulatory requirements, including tort liability;

risks that the consummation of the Business Combination is substantially delayed or does not occur, impacting the ability of Rally to operate or implement its business plan;

the ability of Rally to respond to general economic conditions;

the acceptance or adoption of bus transportation as an alternative to car ownership in the geographies in which Rally operates its business;

the risks associated with increased competition among providers of bus transportation or other modes of transportation;

the ability of Rally to manage its growth effectively;

the ability of Rally to develop and protect its brand;

the ability of Rally to maintain, protect, and enhance its intellectual property; and

the ability of Rally to compete with competitors in existing and new markets and offerings.
 
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Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of ATAC or Rally prove incorrect, actual results may vary in material respects from those projected in or contemplated by these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to ATAC or Rally or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, neither ATAC nor Rally undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.
 
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QUESTIONS AND ANSWERS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to ATAC’s shareholders. ATAC’s shareholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q:
Why am I receiving this proxy statement/prospectus?
A:
You are receiving this proxy statement/prospectus in connection with the extraordinary general meeting of ATAC. ATAC is holding the Special Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
(1)
Proposal 1 — The Domestication Proposal — To consider and vote upon a proposal by special resolution to (a) change the domicile of ATAC pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation (the “Domestication”); (b) adopt upon the Domestication taking effect, the Interim Charter, in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of ATAC’s Current Charter and which will remove or amend those provisions of ATAC’s Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which ATAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, the ATAC Board intends to adopt the ATAC Bylaws in the form appended as Annex C to this proxy statement/prospectus. The Domestication Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 1: The Domestication Proposal.”
(2)
Proposal 2 — The Business Combination Proposal — To consider and vote upon a proposal by ordinary resolution to approve the Agreement and Plan of Merger by and among ATAC, Rally Communitas Corp., a Delaware corporation (“Rally”), Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of ATAC (“Pubco”), Americas Technology Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Purchaser Merger Sub”), Americas Technology Company Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Company Merger Sub” and together with Purchaser Merger Sub, the “Merger Subs”), Jorge E. Marcos, in the capacity as the representative from and after the Effective Time (as defined below) of the stockholders of Pubco (other than the Rally stockholders and their successors and assignees) (the “Purchaser Representative”), and Numaan Akram, in the capacity as the representative of the Rally stockholders from and after the Effective Time (the “Seller Representative”), pursuant to which ATAC and Rally will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company.
A copy of the Merger Agreement is appended to this proxy statement/prospectus as Annex A. The Business Combination Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 2: The Business Combination Proposal.”
(3)
Proposal 3 — The Charter Proposal — To consider and vote on a proposal by special resolution to approve, in connection with the Business Combination, the adoption of Pubco’s amended and restated certificate of incorporation (the “Proposed Charter”), in the form appended to this proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, then the Charter Proposal will have no effect, even if approved by ATAC shareholders. The Charter Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 3: The Charter Proposal.”
 
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(4)−(9)
Proposals 4 – 9 — The Organizational Documents Proposals — To consider and vote upon five separate non-binding advisory proposals to approve, by ordinary resolutions, assuming the Business Combination Proposal is approved and adopted, material differences between the Current Charter in effect immediately prior to the Domestication, and the Proposed Charter of Pubco upon completion of the Business Combination, specifically:
Proposal 4
To approve provisions to be included in the Proposed Charter providing that directors may only be removed for cause and only by the affirmative vote of the holders of at least 6623% of the voting power of all the then outstanding shares of stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
Proposal 5
To approve provisions to be included in the Proposed Charter providing that (i) stockholder special meetings may only be called by the Pubco Board pursuant to a resolution adopted by a majority of the Pubco 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 and (ii) stockholders may only act at annual and special meetings and not by written consent.
Proposal 6
To approve provisions to be included in the Proposed Charter providing that the amendment of certain provisions of the Proposed Charter related to the number of directors and director terms and that any amendment of the Proposed Bylaws requires the affirmative vote of the holders of at least 6623% of the voting power of the then outstanding shares of capital stock of the Company entitled to vote on such amendment.
Proposal 7
To approve provisions to be included in the Proposed Charter Pubco’s corporate name to “Rally Mobility Co”.
Proposal 8
To approve provisions to be included in the Proposed Charter to remove certain provisions related to ATAC’s status as a blank check company that will no longer apply upon consummation of the Business Combination.
Proposal 9
To approve provisions to be included in the Proposed Charter increasing the total number of authorized shares of all classes of stock to [      ] shares, each with a par value of $.0001 per share, consisting of (i) [      ] shares of Common Stock and (ii) [      ] shares of preferred stock.
The Organizational Documents Proposals are described in more detail in this proxy statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”
(10)
Proposal 10 — The NYSE Proposal — To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of the NYSE Listing Rule 312.03, the issuance of Pubco Common Shares in connection with the Business Combination and the Support Investment and the additional Pubco Common Shares that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03. The NYSE Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 10: The NYSE Proposal.”
 
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(11)
Proposal 11 — The Incentive Plan Proposal — To consider and vote on a proposal by ordinary resolution to approve the Pubco 2022 Equity Incentive Plan, referred to as the “Incentive Plan,” a copy of which is appended to this proxy statement/prospectus as Annex F. The Pubco Board intends to adopt the Incentive Plan, subject to approval from the shareholders of ATAC, effective upon the Closing, to be used by the Company on a go-forward basis from the Closing. The Incentive Plan Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 11: The Incentive Plan Proposal.”
(12)
Proposal 12 — The Director Election Proposal — To consider and vote upon a proposal by ordinary resolution to appoint seven (7) directors, a majority of which will be independent under NYSE requirements, including three (3) directors designated by Rally, prior to the Closing, one (1) director designated by ATAC prior to the Closing, who will qualify as independent under NYSE requirements, and three (3) persons mutually agreed upon by each of Rally and ATAC, which approval shall not be unreasonably denied or delayed, all of whom shall be required to qualify as independent directors under NYSE rules, effective upon the Closing, to serve on the Pubco Board in accordance with the Proposed Charter. The Director Election Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 12: The Director Election Proposal.”
(13)
Proposal 13 — The Adjournment Proposal — To consider and vote upon a proposal by ordinary resolution to adjourn the Special Meeting to a later date or dates, if necessary or desirable, at the determination of the ATAC Board. The Adjournment Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 13: The Adjournment Proposal.”
The Required Proposals are interdependent on each other. The Organizational Documents Proposals are conditional upon the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If ATAC’s shareholders do not approve each of the Required Proposals at the Special Meeting, the Business Combination may not be consummated.
Each of the proposals, other than the Domestication Proposal and the Charter Proposal, must be approved by ordinary resolution under Cayman Islands law, being affirmative resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
The Domestication Proposal and the Charter Proposal must be approved by special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
Q:
What interests do ATAC’s Insiders and advisors have in the Business Combination?
A:
In considering the recommendation of the ATAC Board to vote in favor of the Business Combination, Public Shareholders should be aware that ATAC’s Insiders have interests in the Business Combination that are different from, or in addition to, those of ATAC’s other shareholders generally. ATAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to ATAC’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that the Sponsor purchased 2,875,000 Founder Shares from ATAC for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Ordinary Shares on September 9, 2022, which was $10.40, would have an aggregate value of approximately $29.9 million as of the same date. If ATAC does not consummate the Business Combination or another initial business combination by December 17, 2022, and ATAC is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.009 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price
 
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initially paid for the ATAC Units in the IPO and the ATAC Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

the fact that the 4,905,000 Private Warrants purchased by certain of the Insiders for $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated (although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 4,905,000 Private Warrants held by the Insiders is estimated to be approximately $269,775, assuming the per warrant value of the Private Warrants is the same as the $0.055 closing price of the Public Warrants on the NYSE on September 9, 2022);

On December 14, 2021, ATAC issued the December 2021 Note; on March 14, 2022, ATAC issued the March 2022 Note; on June 14, 2022, ATAC issued the June 2022 Note; and on August 25, 2022, ATAC issued the August 2022 Note. As of September 9, 2022, an aggregate of $2,713,765.80 was outstanding under the Sponsor Notes. If the Business Combination or another initial business combination is not consummated, the Sponsor Notes may not be repaid to Sponsor, in whole or in part and the December 14, 2021 Note may not be able to be converted into warrants, pursuant to its terms;

the fact that ATAC’s Insiders have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon ATAC’s liquidation if ATAC is unable to consummate its initial business combination;

the fact that unless ATAC consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of September 9, 2022, no directors or officers of ATAC have incurred any expenses for which they expect to be reimbursed at the Closing; and

the anticipated election of Jorge Marcos, CEO of ATAC, and Antonio Pontonio, director of ATAC, as directors of Pubco after the consummation of the Business Combination. As such, in the future, such directors will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such directors.
In addition to the interests of ATAC’s Insiders in the Business Combination, ATAC shareholders should be aware that the IPO Underwriters may have financial interests that are different from, or in addition to, the interests of ATAC shareholders, including:

The fact that EBC and its designees own (i) 125,000 Ordinary Shares (the “Representative Shares”), issued to them for nominal consideration in connection with the IPO and (ii) 545,000 Private Warrants, purchased by EBC at a price of $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated. Although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 545,000 Private Warrants held by EBC or its designees is estimated to be approximately $28,340, assuming the per warrant value of the Private Warrants is the same as the $0.055 closing price of the Public Warrants on the NYSE on September 9, 2022, and the aggregate value of the Representative Shares is estimated to be approximately $1.3 million, assuming the per share value of the Representative Shares is the same as the $10.40 closing price of the Public Shares on the NYSE on September 9, 2022;

the fact that, pursuant to the Business Combination Marketing Agreement (the “BCMA”) entered into by ATAC and EBC in connection with the IPO, upon consummation of the Business Combination, a transaction fee equal to 3.5% of the gross proceeds received by ATAC in the IPO, or $4,025,000, (up to 30% of which (or $1,207,500) may be paid to investment banks or other financial advisors that did not participate in the IPO and assist ATAC in consummating a business combination) (the “EBC Transaction Fee”), will be payable to EBC and EBC will also be reimbursed for reasonable costs and expenses associated with services performed in connection with the BCMA, up to an aggregate amount of $20,000. Accordingly, EBC has an interest in ATAC completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, EBC will neither receive the EBC Transaction Fee nor have these expenses reimbursed.
Please also see the sections “Certain Other Benefits in the Business Combination,” “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the
 
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interests and relationships of ATAC’s Insiders, advisors and the Rally’s directors and officers in the Business Combination.
Q:
Why is ATAC proposing the Domestication?
A:
The ATAC Board believes that it would be in the best interests of ATAC to effect the Domestication to enable ATAC to avoid certain taxes that would be imposed if it were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the ATAC Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures ATAC is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to ATAC’s corporate legal affairs following the Business Combination.
The Domestication will not occur unless the ATAC shareholders have approved the Domestication Proposal and the Business Combination Proposal and the Merger Agreement is in full force and effect prior to the Domestication.
Q:
What is involved with the Domestication?
A:
The Domestication will require ATAC to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, ATAC will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The Current Charter will be replaced by the Interim Charter and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.
Q:
How will the Domestication affect my ATAC securities?
A:
Pursuant to the Domestication and without further action on the part of ATAC’s shareholders: (i) each outstanding Ordinary Share of ATAC will convert to one outstanding share of ATAC common stock and (ii) each outstanding Warrant will convert to a warrant to purchase the applicable number of shares of ATAC common stock.
Q:
What changes are being made to ATAC’s Current Charter in connection with the Domestication?
A:
In connection with the Domestication, ATAC will be filing the Interim Charter with the Secretary of State of the State of Delaware prior to the Closing, which amends and removes the provisions of the Current Charter that terminate or otherwise become inapplicable because of the Domestication and otherwise provides ATAC’s shareholders with the same or substantially the same rights as they have under the Current Charter.
Q:
What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares?
A:
For a description of the material U.S. federal income tax consequences of the Domestication, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to ATAC Shareholders.”
 
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Q:
Why is ATAC proposing the Business Combination?
A:
ATAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Since ATAC’s incorporation, the ATAC Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Rally, the ATAC Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the ATAC Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of ATAC shareholders. The ATAC Board believes that, based on its review and consideration, the Business Combination with Rally presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Current Charter.
Q:
What will happen in the Business Combination?
A:
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time (as defined in the proxy statement/prospectus), ATAC will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), (ii) following the Domestication, Purchaser Merger Sub will merge with and into ATAC, with ATAC continuing as the surviving entity (the “Purchaser Merger”), in connection with which all of the existing securities of ATAC will be exchanged for rights to receive securities of Pubco as follows: (a) each ATAC Common Share (other than shares held by the Sponsor or EBC) outstanding immediately prior to the Effective Time shall automatically convert into (A) one Pubco Common Share and (B) one Public CVR; (b) each ATAC Common Share held by the Sponsor or EBC shall automatically convert into one Pubco Common Share; (c) each warrant to purchase shares of ATAC shall automatically convert into one Pubco Warrant on substantially the same terms and conditions; (iii) prior to the Effective Time, the holders of Rally preferred stock and instruments convertible into equity of Rally will either exchange or convert all of their issued and outstanding shares of Rally preferred stock or Rally Convertible Instruments, as the case may be, at the applicable conversion ratio (the “Company Exchanges”); (iv) following the Company Exchanges, Company Merger Sub will merge with and into Rally, with Rally continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which (A) all Rally Common Shares issued and outstanding immediately prior to the Effective Time (after giving effect to the Company Exchanges) will be converted into the right to receive the Merger Consideration (as defined below), (B) all Rally Options will be assumed by Pubco (with equitable adjustments to the number and exercise price of such assumed options) and replaced with options exercisable into Pubco Common Shares.
Q:
What form of, and how much, consideration will the Rally Securityholders receive in return for the acquisition of Rally by ATAC?
A:
The Rally Securityholders will have the potential to receive three forms of consideration in in connection with the Business Combination: (i) Pubco Common Shares deliverable at Closing, (ii) Pubco Common Shares issuable upon achievement of the Share Price Targets and (iii) Pubco Common Shares issuable upon achievement of the Revenue Targets.
The aggregate merger consideration to be paid pursuant to the Merger Agreement to the Rally Securityholders will be an amount equal to $165,000,000, subject to adjustments for Rally’s closing net debt and accrued but unpaid expenses related to the transactions contemplated by the Merger Agreement (the “Merger Consideration”), and will be paid in the form of Pubco Common Shares. The Stockholder Merger Consideration to be payable to the Rally Stockholders will be allocated among the Rally Stockholders pro rata based on the number of shares of Rally common stock owned by such Rally Stockholder. 3,000,000 CVR Escrow Shares (of which 2,250,000 shares shall be withheld from the Merger Consideration, and 750,000 shares will be withheld from the Pubco Common Shares issuable to Sponsor pursuant to the Merger Agreement) will be deposited into the Escrow Account.
In addition to the Pubco Common Shares deliverable at the Closing, Rally Stockholders will have the contingent right to receive the Earnout Consideration, issuable by Pubco to the holders of Rally Stock as
 
21

 
of the Closing Date if the following conditions occur: (A) (i) 1,500,000 additional Pubco Common Shares if the Pubco Common Shares have a share price target of $17.00 during the period of six (6) months after the Closing until the third anniversary of the Closing and (ii) 1,500,000 additional Pubco Common Shares if the Pubco Common Shares have a share price target of $20.00 during the period of six (6) months after the Closing until the third anniversary of the Closing (B) (i) 500,000 additional Pubco Common Shares upon the achievement of the 2022 Revenue Target, (ii) 500,000 additional Pubco Common Shares upon the achievement of the 2023 Revenue Target, and (iii) 500,000 additional Pubco Common Shares upon the achievement of the 2024 Revenue Target.
Assuming a price per Pubco Common Share of $10.00, the amount payable to Rally Stockholders at the Closing will be approximately $120,919,108, (assuming no redemptions by Public Shareholders) and the maximum value of the Revenue Earnout Shares will be $15,000,000. the maximum aggregate value of the VWAP Earnout Shares will be $55,500,000. If the Preferred Return is reached, the CVR Escrow Shares will not be distributed to the CVR Holders. The maximum amount of CVR Escrow Shares to be distributed to Rally shareholders will be 2,250,000, and the price of such shares will be determined at such time.
Rally Stockholders that have validly exercised appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”) with respect to Rally Common Shares (“Dissenting Shares”) shall not be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares, unless and until such Dissenting Stockholder has effectively withdrawn or lost such dissenting stockholder’s appraisal rights under the DGCL.
Q:
What are the Contingent Value Rights?
A:
The CVRs are contractual rights to be issued for each Ordinary Share entitling the holder to receive (A) a pro rata portion, among CVR Holders, of the CVR Escrow Shares for failure to meet any of the price maintenance requirements for Pubco Common Shares. The CVR Holders are being provided with a significant valuation protection through the opportunity to obtain additional contingent consideration in the form of additional Pubco Common Shares if the trading price of Pubco is below the price that would provide the CVR Holders with a 10% preferred return over the 18-month period after the closing of the Merger (based on the Redemption Price per Public Share at Closing) (such return, the “Preferred Return”) at the CVR Settlement Date. Further, ATAC will use its commercially reasonable efforts to list the Public CVRs for trading on the Nasdaq Global Market, New York Stock Exchange, or another national securities exchange at Closing. At the Closing, the CVR Escrow Shares will be deposited into the CVR Escrow Account, which CVR Escrow Shares will be released either (i) to CVR Holders or (ii) to or, alternatively, to Rally Stockholders or to the Sponsor, as applicable, following the CVR Settlement Date. Please see “Proposal 2 — The Business Combination Proposal — CVRs” for additional detail regarding the Contingent Value Rights and the Contingent Value Rights Agreements.
For reference, an illustration of the aggregate number of CVR Escrow Shares that would constitute the Preferred Return for a CVR Holder under a variety of price scenarios, based on an assumption that such CVR Holder held one CVR as of the CVR Settlement Date is included below:
ILLUSTRATION OF PUBCO COMMON SHARES ISSUED AS PREFERRED RETURN ASSUMING A CVR SETTLEMENT DATE OF THE EIGHTEEN MONTH ANNIVERSARY OF CLOSING AND ASSUMING THE APPLICABLE CVR HOLDER HOLDS 1 CVR(1)
Stock Price at Settlement
Shares Escrowed
Per CVR
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
 
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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
(1)
Aggregate distribution, if any, to CVR Holders, to be apportioned, pro rata, between holders of Public CVRs and Private CVRs. Assumes 4,076,750 shares held by non-redeeming and Support Investors.
Q:
Did the ATAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
Yes. The ATAC Board obtained a fairness opinion from Vantage Point, dated May 31, 2022, which provided that, as of that date and based on and subject to the assumptions, qualifications and other matters set forth therein, the consideration to be paid by ATAC in the Business Combination was fair, from a financial point of view, to ATAC. See the section entitled “Proposal No. 1: The Business Combination Proposal — Opinion of Vantage Point, the ATAC Board Financial Advisor” of this proxy statement/prospectus for additional information.
Q:
What equity stake will current Public Shareholders, the Insiders and the Rally stockholders hold in Pubco immediately after the completion of the Business Combination?
A:
ATAC shareholders that elect not to redeem their Public Shares will experience significant dilution as a result of the Business Combination. ATAC Public Shareholders currently own approximately 58.0% of ATAC. As noted above, if no ATAC shareholders redeem their Ordinary Shares in connection with the Business Combination and no Public Warrants or Private Placement Warrants are exercised, ATAC Public Shareholders will own approximately 20.6% of Pubco’s total shares outstanding and approximately 10.2% of Pubco’s the total shares outstanding under the maximum redemption scenario. Following the Business Combination, an aggregate of up to 5,750,000 Public Warrants and 5,450,000 Private Placement Warrants will be outstanding. ATAC shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming ATAC shareholders.
If any of the Public Shareholders exercise their redemption rights, the percentage of Pubco Common Shares held by the Public Shareholders will decrease and the percentages of the Pubco’s outstanding common stock held by the Sponsor and by the Rally Stockholders will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.
If any of the Public Shareholders as of September 9, 2022 redeem their Public Shares at Closing in accordance with the Current Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of September 9, 2022, would be $356,250 regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Pubco Common Shares in connection with the Business Combination, the percentage ownership of Pubco by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders, the Earnout Shares and the Assumed Options. The percentage of the total number of outstanding Pubco Common Shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.
The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:
 
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No Redemption
25% Redemption
50% Redemption
75% Redemption
Maximum
Redemption
Shares
Percentage
Shares
Percentage
Shares
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%
The numbers of shares and percentage interests set forth above reflect different redemption scenarios set forth below.

Assuming no redemption scenario:   This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares.

Assuming 25% redemption scenario:   This presentation assumes that the Public Shareholders holding approximately 13.4% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 554,195 Public Shares are redeemed for an aggregate redemption payment of approximately $5,770,214 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

Assuming 50% redemption scenario:   This presentation assumes that the Public Shareholders holding approximately 26.8% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 1,108,389 Public Shares are redeemed for an aggregate redemption payment of approximately $11,540,427 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

Assuming 75% redemption scenario:   This presentation assumes that the Public Shareholders holding approximately 40.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 75% of the Public Shares assumed to be redeemed under the maximum redemption scenario. This scenario assumes that 1,662,584 Public Shares are redeemed for an aggregate redemption payment of approximately $17,310,641 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable).

Assuming maximum redemption scenario:   This presentation assumes that the Public Shareholders holding approximately 53.6% of the Public Shares exercise redemption rights with respect to their Public Shares. This scenario assumes that 2,216,778 Public Shares are redeemed for an aggregate redemption payment of approximately $23,080,855 plus a pro rata portion of interest accrued on the Trust Account (net of taxes payable). This maximum redemption scenario is based on the maximum permitted amount of redemptions while still satisfying the Minimum Cash Condition, which is waivable by ATAC and Rally.
The cash fees paid to the IPO underwriters in connection with the IPO, which will not be adjusted on the basis of the number of redemptions by Public Shareholders at the Closing, totaled $2,300,000.
The following table illustrates the effective underwriter cash fee on a percentage basis for Public Shares at each redemption level identified below.
 
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(in thousands, except share amounts)
No
Redemptions
25%
Redemption
50%
Redemption
75%
Redemption
Maximum
Redemption
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%
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
After completion of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights and, after paying the Redemptions, a portion will be used to pay transaction expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of Rally, ATAC and their respective subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of Rally, ATAC and their respective subsidiaries. As of September 9, 2022, there were investments and cash held in the Trust Account of approximately $43.2 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the Public Shares if ATAC is unable to complete a Business Combination by December 17, 2022 (except that interest earned on the amounts held in the Trust Account may be released earlier as necessary to pay for any taxes and up to $100,000 for dissolution expenses).
Q:
Do I have redemption rights?
A:
If you are a holder of Public Shares, you have the right to demand that ATAC redeem such shares for a pro rata portion of the cash held in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. We sometimes refer to these rights to demand redemption of the public shares as “redemption rights.”
Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.
Under the Current Charter, ATAC will not redeem any Public Shares if ATAC would not have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares.
Additionally, if you exercise your redemption rights, you will not be entitled to the issuance of CVRs in connection with the Business Combination.
Q:
What happens if a substantial number of ATAC’s Public Shareholders vote in favor of the Business Combination proposal and exercise their redemption rights?
A:
ATAC’s Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, provided that ATAC will not redeem any Public Shares if ATAC would not have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares. The Business Combination may be completed even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders.
It is a condition to the parties’ obligation to close the Business Combination, waivable by ATAC and Rally, that ATAC or Pubco shall have cash or cash equivalents equal to at least $30,000,000 (after giving effect to the completion and payment of the Redemption and payment of transaction expenses, including any Extension Expenses and the aggregate amount of any Transaction Financing (including the Support
 
25

 
Subscription Agreements)) (the “Minimum Cash Condition”). If the Business Combination is completed notwithstanding Redemptions, Pubco will have fewer Pubco Common Shares and public stockholders, the trading market for Pubco’s securities may be less liquid and Pubco may not be able to meet the minimum listing standards for the NYSE, which is a condition to Closing. Furthermore, the funds available from the Trust Account for working capital purposes of Pubco after the Business Combination may not be sufficient for its future operations and may not allow Pubco to reduce Pubco’s indebtedness and/or pursue its strategy for growth.
Q:
What financing will be entered into in connection with the Business Combination?
A:
During the negotiation period and following the signing of the Merger Agreement, the parties commenced a market search for investors to enter into the Support Subscription Agreements as well as various forms of Transaction Financing.
Pursuant to the Support Subscription Agreements, Support Investors will subscribe for units, to be issued by Pubco in a private placement (the “Support Units”), at a price of $10.00 per Support Unit, with the total obligation to purchase Support Units thereunder to be determined based on the shortfall, if any, between $30 million and the amount remaining in the Trust Account after satisfaction by ATAC of redemptions of Public Shares at the Closing, not to exceed a maximum obligation of $10 million. Each Support Unit will consist of one (1) Pubco Common Share and one Private CVR with the rights and terms set forth in the Private CVR Agreement, which shall include rights and terms substantially similar to the terms contained in the Public Shareholder CVR Agreement except that the Private CVRs shall not be registered or tradable.
Business combinations featuring special purpose acquisition companies, such as the Business Combination, may incorporate PIPE offerings of common stock or other equity securities as an additional source of financing for the business combination. ATAC, in consultation with its financial advisors and legal counsel and pursuant to feedback from prospective investors, has structured its transaction financing as including a subscription for any shortfall in the trust amount, while including CVRs to the Support Investors, based on, among other things, feedback from prospective investors as well as ATAC and its advisors’ assessments that ATAC could attract more financing from prospective investors in such form as compared to a common stock-only PIPE offering.
ATAC is also pursuing various structures of Transaction Financing, which will be consummated in connection with the Closing. As of the date hereof, the overall size and pricing of such potential Transaction Financing are still being considered and negotiated.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
In addition to the approval of the Required Proposals, there are a number of closing conditions in the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “Proposal 2: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination.”
Q:
What happens if the Business Combination is not consummated?
A:
If ATAC is not able to complete the Business Combination or another initial business combination by December 17, 2022, ATAC will cease all operations except for the purpose of winding up and redeeming its Public Shares and liquidating the Trust Account, in which case ATAC’s Public Shareholders may only receive the amount in the Trust Account as of the applicable Redemption Date (less any interest earned on the amounts held in the Trust Account released earlier to pay for any taxes and up to $100,000 for dissolution expenses), which would be only approximately $10.45 per share, based on the amount held in the Trust Account as of September 9, 2022, and ATAC’s Warrants will expire and have no value.
Q:
When do you expect the Business Combination to be completed?
A:
It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Special Meeting, which is set for [      ], 2022; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by ATAC’s shareholders at the Special Meeting and the ATAC Shareholders elect to adjourn the Special Meeting to a later date or dates at the determination
 
26

 
of the ATAC Board, and (ii) the Closing will not occur until all conditions set forth in the Merger Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “Proposal 2: The Business Combination Proposal — The Merger Agreement —Conditions to the Closing of the Business Combination.”
Q:
What proposals are shareholders being asked to vote upon?
A:

Proposal 1: The Domestication Proposal

Proposal 2: The Business Combination Proposal

Proposal 3: The Charter Proposal

Proposals 4-9: The Organizational Documents Proposals

Proposal 10: The NYSE Proposal

Proposal 11: The Incentive Plan Proposal

Proposal 12: The Director Election Proposal

Proposal 13: The Adjournment Proposal
If ATAC’s Public Shareholders do not approve each of the Required Proposals, then the Business Combination may not be consummated.
As required by applicable SEC guidance to give shareholders the opportunity to present their views on important corporate governance provisions, ATAC is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Proposals to approve certain governance provisions contained in the Proposed Charter that materially affect shareholder rights, and will be adopted when the Proposed Charter is adopted by Pubco. See “Proposals 4-9: The Organizational Documents Proposals.” These separate votes are not otherwise required by Delaware law, but pursuant to SEC guidance, ATAC is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on ATAC or the ATAC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals.
After careful consideration, the ATAC Board has approved the Merger Agreement and the Transactions and determined that the Domestication Proposal, the Business Combination Proposal, the Charter Proposal, each of the Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal each is in the best interests of ATAC and recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.
THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q:
What material negative factors did the ATAC Board consider in connection with the Business Combination?
A:
Among the material negative factors that the ATAC Board considered in its evaluation of the Business Combination were the risk that the Business Combination may not be fully achieved or may not be consummated; the risk of Rally not achieving its financial projections and the risks that Rally may not be able to grow its business by investing or acquiring other businesses. These factors are discussed in greater detail in the section entitled “Proposal 2: The Business Combination Proposal — ATAC Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to Domestication and the Business Combination.”
Q:
How do the Public Warrants differ from the Private Warrants and what are the related risks to any holders of Public Warrants following the Business Combination?
A:
The Private Warrants are identical to the Public Warrants in all material respects, except that the Private Warrants will not be redeemable by Pubco and will be exercisable on a cashless basis, in each case so long
 
27

 
as they are held by the initial purchasers of the Private Warrants or their permitted transferees. If the Private Warrants are held by holders other than the initial purchasers of the Private Warrants or their permitted transferees, the Private Warrants will be redeemable by Pubco in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
Following the Business Combination, Pubco may redeem the Public Warrants, prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. Pubco will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Ordinary Shares equals or exceeds $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which a notice of redemption is sent to the warrantholders. Pubco will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by Pubco, if Pubco has elected to require the exercise of Public Warrants on a cashless basis, Pubco may redeem the warrants as described above even if it is unable to register or qualify the shares underlying the Public Warrants for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.
In the event Pubco determines to redeem the Public Warrants, holders of redeemable Warrants would be notified of such redemption as described in the Warrant Agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, Pubco will fix a date for the redemption (“Warrant Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the Warrant Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC. The closing price for the Ordinary Shares as of September 9, 2022 was $10.40 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.
Q:
How do I exercise my redemption rights?
A:
Pursuant to the Current Charter, a Public Shareholder may request that ATAC redeem all or a portion of its Public Shares if the Business Combination is consummated, subject to certain limitations, for cash equal to the pro rata portion of the funds available in the Trust Account; provided, however, that ATAC will not redeem any Public Shares if ATAC would not have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by holders of Public Shares. As of September 9, 2022, based on funds in the Trust Account of approximately $43.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of the Ordinary Shares was approximately $10.45 per share.
You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through ATAC Units and you elect to separate your ATAC Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
 
28

 
(b)
prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, ATAC’s transfer agent, that ATAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.
Holders of ATAC Units must elect to separate the underlying Public Shares and Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their ATAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the ATAC Units into the underlying Public Shares and Warrants or if a holder holds ATAC Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If you exercise your redemption rights, you will not be entitled to the issuance of CVRs in connection with the Business Combination.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with ATAC’s consent, until the consummation of the Business Combination, or such other date as determined by the ATAC Board. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.
Any corrected or changed written demand of redemption rights must be received by ATAC’s Chief Executive Officer two business days prior to the vote taken on the Business Combination at the Special Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Special Meeting.
Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is ATAC’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, ATAC does not have any control over this process and it may take longer than two weeks. Public Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.
If a Public Shareholder properly demands redemption as described above, then, if the Business Combination is completed, ATAC will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your ATAC shares for cash and will no longer own these shares following the Business Combination.
If you are a Public Shareholder and you exercise your redemption rights, it will not result in either the exercise or loss of any Warrants. Your Warrants will continue to be outstanding following a Redemption of your Public Shares and will become exercisable in connection with the completion of the Business Combination. Holders of Private Warrants do not have redemption rights in connection with the Business Combination. Additionally, if you exercise your redemption rights, you will not be entitled to the issuance of CVRs in connection with the Business Combination.
If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:
 
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Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
Q:
Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?
A:
No. If you have redemption rights, you may exercise your redemption rights irrespective of whether you vote your Ordinary Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.
Q:
If I am a holder of ATAC Units, can I exercise redemption rights with respect to my ATAC Units?
A:
No. Holders of outstanding ATAC Units must elect to separate the ATAC Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your ATAC Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the ATAC Units into the underlying Public Shares and Public Warrants, or if you hold ATAC Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 pm, Eastern Time, on [      ], 2022, you will not be able to exercise your redemption rights with respect to your Public Shares.
Q:
What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?
A:
For a description of the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights, see the description in the section entitled “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders that Elect to Have Their Ordinary Shares Converted for Cash.”
Q:
Do I have appraisal rights in connection with the proposed Business Combination?
A:
Shareholders of ATAC do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Q:
What do I need to do now?
A:
ATAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as an ATAC shareholder. ATAC shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
How do I vote?
A:
The Special Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on [      ], 2022. For the purposes of ATAC’s Amended and Restated Memorandum and Articles of Association, the Special Meeting may also be attended in person at ATAC’s office at 16400 Dallas Pkwy #305, Dallas, Texas 75248. The Special Meeting can be accessed by visiting https://www.cstproxy.com/[           ], where you will be able to listen to the meeting live and vote during the meeting.
If you are a holder of record of Ordinary Shares on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.
 
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Any proxy may be revoked by the person giving it at any time before the polls close at the Special Meeting. A proxy may be revoked by filing with ATAC’s Chief Executive Officer at the following address: Americas Technology Acquisition Corp., 16400 Dallas Pkwy #305 Dallas, TX 75248 either (i) a written notice of revocation bearing a date later than the date of such proxy, (ii) a subsequent proxy relating to the same shares, or (iii) by attending the Special Meeting and voting.
Simply attending the Special Meeting will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.
As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal.
This is called a “broker non-vote.” Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the Proposals.
For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.
Q:
When and where will the Special Meeting be held?
A:
The Special Meeting will be held via live webcast at 10:00 am, Eastern Time, on [      ], 2022, unless the Special Meeting is adjourned. For the purposes of ATAC’s Amended and Restated Memorandum and Articles of Association, the Special Meeting may also be attended in person at ATAC’s office at 16400 Dallas Pkwy #305, Dallas, Texas 75248.
The Special Meeting can be accessed by visiting https://www.cstproxy.com/[           ], where you will be able to listen to the meeting live and vote during the Special Meeting.
Q:
How do I register and attend the virtual Special Meeting?
A:
As a registered shareholder, you received a Proxy Card from Continental. The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the virtual meeting starting [      ], 2022 at 9:00 a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[           ], enter your control number, name and email address. Once you pre-register, you can vote your shares. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.
Beneficial investors, who own their investments through a bank or broker, will need to contact Continental Stock Transfer (“Continental”) to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the
 
31

 
number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.
If you do not have internet capabilities, you can attend the Special Meeting via a listen-only format by dialing 1 800-450-7155 (toll-free), or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada; when prompted enter the pin number [      ]. This is listen-only, you will not be able to vote or enter questions during the meeting.
Q:
Who is entitled to vote at the Special Meeting?
A:
ATAC has fixed [      ], 2022 as the Record Date. If you were a Public Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a Public Shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Special Meeting) or is represented by proxy at the Special Meeting.
Q:
How many votes do I have?
A:
Public Shareholders are entitled to one vote at the Special Meeting for each Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date, there were [7,137,658] Ordinary Shares outstanding.
Q:
What constitutes a quorum?
A:
The holders of a majority of the issued and outstanding Ordinary Shares of ATAC 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 virtual Special Meeting) shall constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn in accordance with the terms of the Current Charter.
As of the Record Date for the Special Meeting, [3,568,830] Ordinary Shares would be required to achieve a quorum.
Q:
What vote is required to approve each proposal at the Special Meeting?
A:
The following votes are required for each proposal at the Special Meeting:

Domestication Proposal:   The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Business Combination Proposal:   The Business Combination Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Charter Proposal:   The Charter Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Organizational Documents Proposals:   The Organizational Documents Proposals, each of which is a non-binding advisory vote, must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

NYSE Proposal:   The NYSE Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Incentive Plan Proposal:   The Incentive Plan Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
 
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Director Election Proposal:   The election of the director nominees pursuant to the Director Election Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Adjournment Proposal:   The Adjournment Proposal, if presented, must be approved by ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
Q:
What are the recommendations of the Board?
A:
The ATAC Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of ATAC and recommends that ATAC’s shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, and, if presented at the Special Meeting, “FOR” the Adjournment Proposal.
The existence of financial and personal interests of ATAC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if ATAC does not consummate an initial business combination by December 17, 2022, ATAC may be forced to liquidate and the 2,875,000 Founder Shares and 4,905,000 Private Warrants owned by ATAC’s Insiders would be worthless. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information.
Q:
How do ATAC’s Insiders intend to vote their shares?
A:
All of ATAC’s Insiders have previously agreed to vote all of their Public Shares in favor of a business combination proposed to them for approval, including the Business Combination. Additionally, Insiders and their affiliates, who collectively own approximately 40.3% of ATAC’s issued and outstanding Ordinary shares, have agreed to vote all of their Ordinary Shares in favor of the Business Combination.
Q:
May ATAC’s initial shareholders, Rally or their respective affiliates purchase Public Shares or Warrants prior to the Special Meeting?
A:
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ATAC or ATAC’s securities, ATAC’s initial shareholders, Rally and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.
The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.
Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.
 
33

 
As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, ATAC will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which ATAC has received redemption requests.
Q:
What happens if I sell my Ordinary Shares before the Special Meeting?
A:
The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Ordinary Shares after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. Shareholders may send a later-dated, signed proxy card to ATAC’s Chief Executive Officer at the address set forth below so that it is received by ATAC’s Chief Executive Officer prior to the vote at the Special Meeting (which is scheduled to take place [      ], 2022) or attend the Special Meeting in person (which would include presence at the virtual Special Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to ATAC’s Chief Executive Officer, which must be received by the Chief Executive Officer prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
Q:
What happens if I fail to take any action with respect to the Special Meeting?
A:
If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by ATAC’s shareholders and consummated, you will become a stockholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of ATAC. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.
Q:
What should I do with my share certificates, warrant certificates and/or unit certificates?
A:
Pursuant to the Current Charter, a Public Shareholder may request that ATAC redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through ATAC Units and you elect to separate your ATAC Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting):
(i)
submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash; and
(ii)
deliver your share certificates (if any) and other redemption forms to the Transfer Agent, physically or electronically through DTC.
As noted above, holders of ATAC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds ATAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination
 
34

 
Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, ATAC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then outstanding Public Shares.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with ATAC’s consent, until the consummation of the Business Combination, or such other date as determined by the ATAC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. ATAC will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Warrant holders should not submit certificates, if any, relating to their Warrants. Public shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.
Upon effectiveness of the Business Combination, subject to the treatment of certain Private Warrants pursuant to the Insider Escrow Agreement, holders of Ordinary Shares and Warrants will receive Pubco Common Shares and warrants to receive Pubco Common Shares without needing to take any action and accordingly such holders should not submit the certificates, if any, relating to their Ordinary Shares or Warrants. ATAC’s securities will not trade following the Business Combination.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Ordinary Shares.
Q:
Who can help answer my questions?
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
[       ]
You also may obtain additional information about ATAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:
Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, whether or not you plan to attend such meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Merger Agreement, attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”
Parties to the Business Combination
ATAC
ATAC is a blank check company incorporated as a Cayman Islands exempted company on September 8, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
ATAC Units, Ordinary Shares and warrants are currently listed on NYSE under the symbols “ATA.U,” “ATA,” “ATA.WS,” respectively. ATAC Units, each consisting of one Ordinary Share and one half of one Warrant (each whole warrant entitling the holder thereof to purchase one Ordinary Share), will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer exist as a separate security. ATAC Units, Ordinary Shares and warrants will not be listed following the Closing.
ATAC’s principal executive offices are located at 16400 Dallas Pkwy #305 Dallas, TX 75248 and its phone number is (214) 396-5927.
Rally
Rally was formed as a corporation under the laws of the State of Delaware on September 22, 2020 to consolidate predecessor company operations that started in 2015. Rally is a disruptive technology-driven mobility company that addresses regional transportation challenges. The company provides robust, safe, cost-effective and environmentally responsible mobility solutions for individuals seeking transportation to and from events and between cities. Rally’s software and business innovations efficiently aggregate demand to create thousands of rides each day, on average. Rally’s software matches this demand with the company network of third-party bus operators. Rally reimagines regional transportation for both urban and suburban living to meet the changing mobility preferences of consumers, while helping to reduce traffic and related environmental problems. We believe Rally offers a unique combination of services with an innovative dynamic transportation network model. To date, Rally has facilitated more than 1.7 million rides.
Rally’s principal executive offices are located at 79 Madison Avenue, 8th Floor, New York, NY 10016 and its phone number is (917) 657-8109.
For more information about Rally, see the sections entitled “Information About Rally”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rally” and the financial statements of Rally included herein.
Pubco
Americas Technology Acquisition Holdings Inc. (or Pubco) was formed as a corporation under the laws of the State of Delaware on May 2, 2022. Pubco was formed for the purpose of effectuating the Business Combination described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. As a result of the Business Combination, ATAC and Rally will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company and will change its name to “Rally Mobility Co”.
 
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Pubco will apply for listing, to be effective upon the Closing, of the Pubco Common Shares and Pubco Warrants on the NYSE under the proposed symbols “RLLY” and “RLLYW”, respectively and will use commercially reasonable efforts to list the Public CVRs for trading on the Nasdaq Global Market, New York Stock Exchange, or another national securities exchange at Closing in accordance with the terms of the Public Shareholder CVR Agreement. There is no assurance that Pubco will be able to satisfy the NYSE (or, with respect to the Public CVRs, any other national securities exchange’s) listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.
Pubco’s principal executive offices are located at 16400 Dallas Pkwy #305 Dallas, TX 75248 and its phone number is (214) 396-5927.
Purchaser Merger Sub
Americas Technology Purchaser Merger Sub Inc. (or Purchaser Merger Sub) was formed as a corporation under the laws of the State of Delaware on May 2, 2022 and is currently a wholly-owned subsidiary of Pubco. Purchaser Merger Sub was formed for the purpose of effectuating the Purchaser Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Purchaser Merger Sub will not be the surviving entity in the Purchaser Merger, as contemplated by the Merger Agreement and described herein.
Purchaser Merger Sub’s principal executive offices are located at 16400 Dallas Pkwy #305 Dallas, TX 75248 and its phone number is (214) 396-5927.
Company Merger Sub
Americas Technology Company Merger Sub Inc. (or Company Merger Sub) was formed as a corporation under the laws of the State of Delaware on May 2, 2022 and is currently a wholly-owned subsidiary of Pubco. Company Merger Sub was formed for the purpose of effectuating the Company Merger described herein and it has not conducted any activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement. Company Merger Sub will not be the surviving entity in the Company Merger, as contemplated by the Merger Agreement and described herein.
Company Merger Sub’s principal executive offices are located at 16400 Dallas Pkwy #305 Dallas, TX 75248 and its phone number is (214) 396-5927.
Purchaser Representative
Jorge E. Marcos, ATAC’s chief executive officer, will act in the capacity as the representative from and after the Effective Time for the stockholders of Pubco (other than Rally Securityholders and their assignees). Pursuant to the Merger Agreement, the Purchaser Representative is appointed to represent the public stockholders (other than the former Rally securityholders). Mr. Marcos has been appointed to fill such administrative function and while conflicts may exist between the Purchaser Representative and the public stockholders, the nature of the scope and the duties of the Purchaser Representative are limited and are largely administrative and ministerial.
Seller Representative
Numaan Akram, Rally’s chief executive officer, will act in the capacity as the representative from and after the Effective Time for the Rally Securityholders and their assignees. Mr. Akram has been appointed to fill such function and, the nature of the scope and the duties of the Purchaser Representative are limited and are largely administrative and ministerial.
Proposals to be Submitted at the Special Meeting
Proposal 1: The Domestication Proposal
ATAC and Rally and the other parties thereto have agreed to the Business Combination under the terms of the Merger Agreement. If the Business Combination Proposal (described below) is approved and the
 
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Merger is to be consummated, prior and as a condition to the Closing, ATAC will (a) be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware (which is referred to herein as the “Domestication”); (b) in connection therewith to adopt, upon the Domestication taking effect, the Interim Charter, in the form appended to the accompanying proxy statement/prospectus as Annex B, in place of ATAC’s Current Charter currently registered with the Registrar of Companies of the Cayman Islands and which will remove or amend those provisions of ATAC’s Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which ATAC will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. At the time of the Domestication, simultaneously with the adoption of the Interim Charter, the ATAC Board intends to adopt ATAC Bylaws in the form appended as Annex C to this proxy statement/prospectus. Upon effectiveness of the Domestication, all of ATAC’s outstanding securities will convert to outstanding securities of the continuing Delaware corporation.
After consideration of the factors identified and discussed in the section entitled “Proposal 1: The Domestication Proposal — Reasons for the Domestication,” the ATAC Board has decided that it would be in the best interests of ATAC to effect the Domestication in connection with the Business Combination.
The Domestication Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by ATAC’s shareholders. The Domestication Proposal is to be submitted for consideration and vote by the ATAC shareholders by special resolution.
For additional information, see the section of this proxy statement/prospectus entitled “Proposal 1: The Domestication Proposal.
Proposal 2: The Business Combination Proposal
This section describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A, and the Related Agreements. ATAC’s shareholders and other interested parties are urged to read such agreement in its entirety because it is the primary legal document that governs the Business Combination.
Merger Agreement
Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Effective Time, ATAC will undergo the Domestication, (ii) following the Domestication, Purchaser Merger Sub will merge with and into ATAC, with ATAC continuing as the surviving entity (the “Purchaser Merger”), in connection with which all of the existing securities of ATAC will be exchanged for rights to receive securities of Pubco as follows: (a) each share of ATAC common stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive (A) one Pubco Common Share and (B) one Public CVR, except that each share of ATAC common stock held by the Sponsor or EBC will automatically convert solely into one Pubco Common Share; and (b) each Warrant shall automatically convert into a warrant to purchase Pubco Common Shares with substantially the same terms and conditions; (iii) prior to the Effective Time, the holders of Rally preferred stock and Rally Convertible Instruments shall either exchange or convert all of their issued and outstanding shares of Rally preferred stock or Rally Convertible Instruments, as the case may be, for shares of Rally common stock in accordance with their terms and the terms of the Merger Agreement (the “Company Exchanges”); (iv) following the Company Exchanges, Company Merger Sub will merge with and into Rally, with Rally continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”), pursuant to which (a) all shares of Rally common stock issued and outstanding immediately prior to the Effective Time (after giving effect to the Domestication and the Company Exchanges) will be converted into the right to receive the applicable portion of the Merger Consideration (as defined below), and (b) all options exercisable for Rally common stock shall be assumed by Pubco (with equitable adjustments to the number and exercise price of such assumed options) and replaced with options exercisable for Pubco Common Shares. As a result of the Mergers, ATAC and Rally will become wholly-owned subsidiaries of Pubco.
 
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The aggregate merger consideration to be paid pursuant to the Merger Agreement to Rally Securityholders will be an amount equal to $165,000,000, subject to adjustments for Rally’s closing debt and accrued but unpaid expenses of Rally related to the transactions contemplated by the Merger Agreement (the “Merger Consideration”). The Stockholder Merger Consideration payable to the Rally Stockholders will be allocated among the Rally Stockholders pro rata based on the number of shares of Rally common stock owned by such Rally Stockholder immediately prior to the Effective Time.
Contingent Value Rights
At the Closing, each Support Investor and each Public Shareholder that did not redeem their Ordinary Shares in connection with the consummation of the business combination (the “Initial Public CVR Holders” and, together with any other holders of Public CVRs as of the CVR Settlement Date, the “Public CVR Holders” and, together with the holders of the Private CVRs, the “CVR Holders”) will receive CVRs with the rights and terms set forth in the applicable CVR Agreement. Pursuant to the CVR Agreements, at the Closing, Pubco will issue CVRs, each representing the contingent right to receive a pro rata portion of the CVR Escrow Shares if certain events set forth in the CVR Agreements occur, to be determined as of the CVR Settlement Date (or earlier, if a qualifying Change of Control (as that term is defined in the CVR Agreements) should occur), with each CVR Holder as of such CVR Settlement Date to receive a number of CVR Escrow Shares determined as a function of the dollar volume-weighted average price for the Pubco Common Shares during the thirty (30) trading days immediately preceding such date, the number of shares of held by ATAC shareholders that elect not to redeem their common stock in connection with the Redemption and the number of shares issued to Support Investors under the Support Subscription Agreements. The parties intend for the Public CVRs to be registered securities listed for trading on a national exchange, subject to applicable listing requirements, such that such Public CVRs may be traded and exchanged prior to the CVR Settlement Date. The Private CVRs, issuable to the Support Investors, pursuant to the Support Agreements, if the subscription obligations thereunder are consummated in accordance with their terms, will not be registered or tradeable and will not be transferable prior to the CVR Settlement Date.
Earnout
Pursuant to the Merger Agreement, the ATAC shareholders that receive Pubco Common Shares at the Closing (the “Earnout Holders”) will have the contingent right to receive additional Pubco Common Shares as follows:
VWAP Earnout Shares
If the VWAP of the Pubco Common Shares exceeds the Tier I Share Price Target, then the Earnout Holders will be entitled to receive 1,500,000 Earnout Shares.
If the VWAP of the Pubco Common Shares exceeds the Tier II Share Price Target, then the Earnout Holders will be entitled to receive 1,500,000 Earnout Shares.
Revenue Earnout Shares
If Revenue for the calendar year 2022 is greater than or equal to the 2022 Revenue Target, the Earnout Holders shall be entitled to receive 500,000 Earnout Shares
If Revenue for the calendar year 2023 is greater than or equal to the 2023 Revenue Target, the Earnout Holders shall be entitled to receive 500,000 Earnout Shares.
If Revenue for the calendar year 2024 is greater than or equal to the 2024 Revenue Target, the Earnout Holders shall be entitled to receive 500,000 Earnout Shares.
Related Agreements
Lock-Up Agreement
Simultaneously with the execution and delivery of the Merger Agreement, certain stockholders of Rally, holding 23,309,406 of the 40,733,483 outstanding shares of Rally common stock in the aggregate (on an
 
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as-converted basis), each entered into a Lock-Up Agreement with Pubco and the Purchaser Representative (collectively, the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, each Rally stockholder party thereto agreed not to, during the period commencing from the Closing and ending 365 days after the Closing (subject to early release if Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
Voting Agreement
Simultaneously with the execution and delivery of the Merger Agreement, ATAC and Rally have entered into Voting Agreements (collectively, the “Voting Agreements”) with certain Rally Securityholders who hold sufficient Rally shares to approve the Business Combination. Under the Voting Agreements, each Rally Securityholder party thereto agreed to vote all of such Rally Securityholder’s shares of Rally in favor of the Merger Agreement and the Business Combination, terminate certain shareholder agreements and Rally Convertible Instruments that such Rally Securityholder is party thereto, as applicable, and to otherwise take (or not take, as applicable) certain other actions in support of the Merger Agreement and the Business Combination and the other matters to be submitted to the Rally Securityholders for approval in connection with the Business Combination, in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to Rally to vote such shares accordingly. The Voting Agreements prevent transfers of the Rally shares held by such Rally Securityholder party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.
Organizational Structure
The diagrams below depict simplified versions of the current organizational structures of ATAC and Rally, respectively.
 
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ATAC Current Organizational Structure
[MISSING IMAGE: tm2221678d1-fc_current4c.jpg]
Rally Current Organizational Structure
The diagram below depicts a simplified version of Pubco’s organizational structure immediately following the completion of the Business Combination (assuming no redemptions by ATAC’s public shareholders).
[MISSING IMAGE: tm2221678d1-fc_rallycom4c.jpg]
 
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Pubco Post-Business Combination
[MISSING IMAGE: tm2221678d1-fc_rally4c.jpg]
Additional Information
For additional information, including information about certain material U.S. Federal Income Tax Consequences to U.S. Holders of Public Shares and other agreements relating to the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal 2: The Business Combination Proposal.
Proposal 3: The Charter Proposal
In connection with the Business Combination, ATAC is asking its shareholders to approve a proposal for Pubco to adopt the Proposed Charter, to be effective upon the consummation of the Business Combination. The Proposed Charter (i) includes supermajority voting standards in connection with the removal of directors for cause, amendment of the number of directors and term of directors’ office provisions of the Proposed Charter, and stockholder amendments to the Proposed Bylaws; (ii) provides that stockholder special meetings may only be called by the Pubco Board or by demand from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of Pubco; (iii) does not include the right of the stockholders to take action by written consent; (iv) does not include certain blank check provisions that will not be necessary upon consummation of the Business Combination; (v) changes Pubco’s name to “Rally Mobility Co” following the Closing; and (vi) provides for an increased number of shares of Pubco capital stock that Pubco is authorized to issue as compared to the Current Charter.
The Charter Proposal is set forth in the section entitled “Proposal 3: The Charter Proposal” of this proxy statement/prospectus.
The Proposed Charter differs in material respects from the Interim Charter and ATAC urges shareholders to carefully consult the information set out in the section entitled “Proposal 3: The Charter Proposal” and the full text of the Proposed Charter, attached hereto as Annex D.
 
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The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if either of the Business Combination Proposal or the Domestication Proposal is not approved, the Charter Proposal will have no effect, even if approved by ATAC’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Proposals. The Charter Proposal is to be submitted for consideration and vote by the ATAC shareholders by special resolution.
For additional information, see the section of this proxy statement/prospectus entitled “Proposal 3: The Charter Proposal.”
Proposals 4 – 9: The Organizational Documents Proposals
ATAC’s shareholders are also being asked to approve, on a non-binding advisory basis, the Organizational Documents Proposals, which relate to certain corporate governance provisions in the Proposed Charter that will be adopted when the Proposed Charter is adopted, if the Charter Proposal is approved. These separate votes are not otherwise required by Cayman Islands or Delaware law, but are required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions. The Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals.
The Organizational Documents Proposals relate to the Proposed Charter which: (i) includes supermajority voting standards in connection with the removal of directors for cause, amendment of the number of directors and term of directors’ office provisions of the Proposed Charter, and stockholder amendments to the Proposed Bylaws; (ii) provides that stockholder special meetings may only be called by the Pubco Board or by demand from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of Pubco; (iii) does not include the right of the stockholders to take action by written consent; (iv) does not include certain blank check provisions that will not be necessary upon consummation of the Business Combination; (v) changes Pubco’s name to “Rally Mobility Co” following the Closing; and (vi) provides for an increased number of shares of Pubco capital stock that Pubco is authorized to issue as compared to the Current Charter.
For additional information, see the sections of this proxy statement/prospectus entitled “Proposals 4-9: The Organizational Documents Proposals.”
Proposal 10: The NYSE Proposal
Assuming the Domestication Proposal, the Business Combination Proposal and the Charter Proposal are approved, ATAC’s shareholders are also being asked to consider and vote on a proposal to approve by ordinary resolution for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Pubco Common Shares in connection with the Business Combination and the Support Investment and the additional Pubco Common Shares that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03. The NYSE Proposal is to be submitted for consideration and vote by the ATAC shareholders by ordinary resolution.
For additional information, see the section of this proxy statement/prospectus entitled “Proposal 10: The NYSE Proposal.
Proposal 11: The Incentive Plan Proposal
Assuming the Domestication Proposal, the Business Combination Proposal, the Charter Proposal and the NYSE Proposal are approved, ATAC’s shareholders are also being asked to approve the Incentive Plan Proposal.
ATAC expects that, prior to the consummation of the Business Combination, the Pubco Board will approve and adopt the Incentive Plan. ATAC shareholders should carefully read the entire Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex F, before voting on this proposal. The Incentive Plan Proposal is to be submitted for consideration and vote by the ATAC shareholders by ordinary resolution.
 
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For additional information, see the section of this proxy statement/prospectus entitled “Proposal 11: The Incentive Plan Proposal.
Proposal 12: The Director Election Proposal
Effective upon the Business Combination, Pubco’s Board will consist of seven (7) directors, a majority of which will be independent under NYSE requirements, including three (3) directors designated by Rally, prior to the Closing, one (1) director designated by ATAC prior to the Closing, who will qualify as independent under NYSE requirements, and three (3) persons mutually agreed upon by each of Rally and ATAC, which approval shall not be unreasonably denied or delayed, all of whom shall be required to qualify as independent directors under NYSE rules, effective upon the Closing, to serve on the Pubco Board until the 2024 annual meeting of stockholders, or when such directors’ successors have been duly elected and qualified, or upon such directors’ earlier death, resignation, retirement or removal for cause. ATAC is proposing that its shareholders approve the election of the seven (7) director nominees to serve on the Pubco Board following the Closing of the Business Combination. The Director Election Proposal is being submitted for consideration and vote by the ATAC Shareholders by ordinary resolution.
For additional information, see the section of this proxy statement/prospectus entitled “Proposal 12: The Director Election Proposal.
Proposal 13: The Adjournment Proposal
The Adjournment Proposal allows the ATAC Board to submit a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or desirable, at the determination of the ATAC Board. If the Adjournment Proposal is presented to the Public Shareholders, it will be submitted to consideration and vote by ordinary resolution.
For additional information, see the section of this proxy statement/prospectus entitled “Proposal 13: The Adjournment Proposal.
Date and Time and Place of Special Meeting
The Special Meeting will be held via live webcast at 10:00 a.m., Eastern Time, on [      ], 2022, at https://www.cstproxy.com/[           ], to consider and vote upon the proposals to be submitted to the Special Meeting, including if necessary or desirable, the Adjournment Proposal. For the purposes of ATAC’s Amended and Restated Memorandum and Articles of Association, the physical place of the Special Meeting will be at ATAC’s offices at 16400 Dallas Pkwy #305, Dallas, Texas 75248.
The Special Meeting can be accessed by visiting https://www.cstproxy.com/[           ], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.
Registering for the Special Meeting
As a registered shareholder, you received a Proxy Card from Continental. The form contains instructions on how to attend the virtual annual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
You can pre-register to attend the Special Meeting starting [      ], 2022 at 9:00 a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[           ], enter your control number, name and email address. Once you pre-register you can vote your shares. At the start of the Special Meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the Special Meeting.
 
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Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. Either way, you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the Special Meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the Special Meeting by dialing [      ], within the U.S. or Canada, or [      ], outside the U.S. and Canada (standard rates apply); when prompted, enter the pin number [      ]. This is listen-only, you will not be able to vote or enter questions during the Special Meeting. If you attend the Special Meeting in person, you will be able to communicate with other shareholders and vote at the Special Meeting.
Voting Power; Record Date
Public Shareholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned Ordinary Shares at the close of business on [      ], 2022, which is the record date for the Special Meeting (the “Record Date”). Public Shareholders will have one vote for each Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. ATAC’s Warrants do not have voting rights. On the Record Date, there were [7,137,658] Ordinary Shares issued and outstanding, of which [2,875,000] were held by Insiders.
Quorum and Vote of Shareholders
A quorum of ATAC’s shareholders is necessary to hold a valid meeting. The holders of a majority of the issued and outstanding Ordinary Shares, 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 virtually at the Special Meeting), shall constitute a quorum. In the absence of a quorum, the Chairperson of the Special Meeting has the power to adjourn the Special Meeting. As of the Record Date for the Special Meeting, [3,568,830] Ordinary Shares would be required to achieve a quorum.
The Insiders at the time of the IPO entered into the Insider Letter Agreement, pursuant to which the Insiders agreed to vote their Founder Shares, as well as any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal. As of the Record Date, the Insiders own approximately [40.3]% of ATAC’s total outstanding Ordinary Shares.
The following votes are required for each proposal at the Special Meeting:

Domestication Proposal:   The Domestication Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Business Combination Proposal:   The Business Combination Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Charter Proposal:   The Charter Proposal must be approved by a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Organizational Documents Proposals:   The Organizational Documents Proposals, each of which is a non-binding advisory vote, must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

NYSE Proposal:   The NYSE Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
 
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Incentive Plan Proposal:   The Incentive Plan Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Director Election Proposal:   The election of the director nominees pursuant to the Director Election Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Adjournment Proposal:   The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.
With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.
Abstentions and broker-non votes will be counted in connection with the determination of whether a valid quorum is established but will have no effect on any of the proposals.
Redemption Rights
Pursuant to the Current Charter, a Public Shareholder may request that ATAC redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(a)
hold Public Shares or hold Public Shares through ATAC Units and you elect to separate your ATAC Units into the underlying Public Shares and warrants prior to exercising your redemption rights with respect to the Public Shares; and
(b)
prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, ATAC’s transfer agent (the “Transfer Agent”), that ATAC redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
As noted above, holders of ATAC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their ATAC Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the ATAC Units into the underlying Public Shares and Public Warrants, or if a holder holds ATAC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.
Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, ATAC will redeem each such Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of September 9, 2022, this would have amounted to approximately $10.45 per Public Share.
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with ATAC’s consent, until the consummation of the Business Combination, or such other date as determined by the ATAC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address
 
46

 
listed in this proxy statement/prospectus. ATAC will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting of the Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.
Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
In order for Public Shareholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold and deliver their share certificates (if any) and other redemption forms (either physically or electronically) to the transfer agent prior to 5:00 p.m., Eastern Time, on [      ], 2022 (two business days prior to the vote at the Special Meeting). Immediately following the consummation of the Business Combination, ATAC will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their redemption rights.
Holders of ATAC’s Warrants will not have redemption rights with respect to any of Warrants (including any Ordinary Shares underlying Warrants).
Appraisal Rights
Shareholders of ATAC do not have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. ATAC has engaged [        ] to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual special meeting) if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting — Revoking Your Proxy.”
Interests of ATAC’s Insiders, Officers and Directors in the Business Combination
In considering the recommendation of the ATAC Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, ATAC’s Insiders, directors and officers have interests in the Business Combination that are different from, or in addition to, those of ATAC’s other shareholders generally. ATAC’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to ATAC’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

the fact that the Sponsor purchased 2,875,000 Founder Shares from ATAC for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Ordinary Shares on September 9, 2022, which was $10.40, would have an aggregate value of approximately $29.9 million as of the same date. If ATAC does not consummate the Business Combination or another initial business combination by December 17, 2022, and ATAC is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.009 per share that the Sponsor paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the stock price of Pubco after the Closing falls below the price initially paid for the
 
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ATAC Units in the IPO and the ATAC Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

the fact that the 4,905,000 Private Warrants purchased by certain of the Insiders for $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated (although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 4,905,000 Private Warrants held by the Insiders is estimated to be approximately $269,775, assuming the per warrant value of the Private Warrants is the same as the $0.055 closing price of the Public Warrants on the NYSE on September 9, 2022);

On December 14, 2021, ATAC issued the December 2021 Note; on March 14, 2022, ATAC issued the March 2022 Note; on June 14, 2022, ATAC issued the June 2022 Note; and on August 25, 2022, ATAC issued the August 2022 Note. As of September 9, 2022, an aggregate of $2,713,765.80 was outstanding under the Sponsor Notes. If the Business Combination or another initial business combination is not consummated, the Sponsor Notes may not be repaid to Sponsor, in whole or in part and the December 14, 2021 Note may not be able to be converted into warrants, pursuant to its terms;

the fact that ATAC’s Insiders have waived their right to redeem their Founder Shares and any other Ordinary Shares held by them, or to receive distributions from the Trust Account with respect to the Founder Shares upon ATAC’s liquidation if ATAC is unable to consummate its initial business combination;

the fact that unless ATAC consummates an initial business combination, its directors and officers will not receive reimbursement for any out-of-pocket expenses incurred by them in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account). As of September 9, 2022, no directors or officers of ATAC have incurred any expenses for which they expect to be reimbursed at the Closing; and

the anticipated election of Jorge Marcos, CEO of ATAC, and Antonio Pontonio, director of ATAC, as directors of Pubco after the consummation of the Business Combination. As such, in the future, such directors will receive any cash fees, stock options or stock awards that the Pubco Board determines to pay to such directors.
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ATAC or ATAC’s securities, ATAC’s Insiders or initial shareholders, and Rally and/or their respective affiliates may purchase Ordinary Shares and/or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.
The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.
Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.
As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, ATAC will file a Current Report on Form 8-K prior to the Special Meeting to disclose any
 
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arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which ATAC has received redemption requests.
The existence of financial and personal interests of ATAC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Risk Factors”, “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers and Others in the Business Combination and “Beneficial Ownership of Securities” and “Proposal 2: The Business Combination Proposal — Recommendation of the ATAC Board and Reasons for the Business Combination” for more information and other risks.
Certain Other Benefits in the Business Combination
In addition to the interests of ATAC’s Insiders in the Business Combination, ATAC shareholders should be aware that the IPO Underwriters may have financial interests that are different from, or in addition to, the interests of ATAC shareholders, including:

the fact that EBC and its designees own (i) 125,000 Ordinary Shares (the “Representative Shares”), issued to them for nominal consideration in connection with the IPO and (ii) 545,000 Private Warrants, purchased by EBC at a price of $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated. Although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants the aggregate value of the 545,000 Private Warrants held by EBC or its designees is estimated to be approximately $28,340, assuming the per warrant value of the Private Warrants is the same as the $ closing price of the Public Warrants on the NYSE on September 9, 2022 and the aggregate value of the Representative Shares is estimated to be approximately $1.3 million, assuming the per share value of the Representative Shares is the same as the $10.40 closing price of the Public Shares on the NYSE on September 9, 2022;

the fact that, pursuant to the BCMA, upon consummation of the Business Combination, the EBC Transaction Fee equal to 3.5% of the gross proceeds received by ATAC in the IPO, or $4,025,000, (up to 30% of which ($1,207,500) may be paid to investment banks or other financial advisors that did not participate in the IPO and assist ATAC in consummating a business combination), will be payable to EBC and EBC will also be reimbursed for reasonable costs and expenses associated with services performed in connection with the BCMA, up to an aggregate amount of $20,000. Accordingly, EBC has an interest in ATAC completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, EBC will neither receive the EBC Transaction Fee nor have these expenses reimbursed.
Recommendation of the Board
The ATAC Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of ATAC and recommends that ATAC’s shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the NYSE Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Director Election Proposal, and, if presented at the Special Meeting, “FOR” the Adjournment Proposal.
Conditions to the Closing of the Business Combination
For a discussion of the conditions to the closing of the Business Combination, please see “Proposal 2: The Business Combination Proposal.”
In the event cash or cash equivalents available at closing is insufficient to meet the Minimum Cash Condition, after taking into account the amount of Redemptions and other available sources of financing, or the requirement that investors have entered into a Support Subscription Agreement prior to the Closing is not
 
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waived, one or more conditions to Closing may not be met. In the event the Minimum Cash Condition (or any other condition to Closing) is not satisfied, the parties intend to engage in a commercial discussion to address such lack of satisfaction. In the event that the parties cannot come to terms with respect to an adjustment or waiver of Minimum Cash Condition (or any other condition to Closing), the Business Combination may not be consummated.
United States Federal Income Tax Consequences
For a description of the United States federal income tax considerations of an exercise of redemption rights, the domestication and the Business Combination, please see “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Tax Consequences to U.S. Holders That Elect to Have Their Ordinary Shares Converted for Cash” and “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences of the Domestication and the Business Combination to ATAC Shareholders.
Anticipated Accounting Treatment
For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Proposal 2: The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to Redemption — Anticipated Accounting Treatment.
Regulatory Matters
The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with Cayman Islands and Delaware necessary to effectuate the Domestication, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to ATAC, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to ATAC’s shareholders.
Risk Factors Summary
You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 59. Such risks include, but are not limited to, the following risks with respect to the Company subsequent to the Business Combination:
Risks Related to Domestication and the Business Combination

The ability of ATAC shareholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow ATAC to complete the Business Combination or optimize its capital structure.

The Merger Agreement includes entry into the Support Subscription Agreement and the Minimum Cash Condition as conditions to the consummation of the Merger, which may make it more difficult for the Business Combination to be consummated as contemplated.

There are risks to ATAC shareholders who are not affiliates of the Sponsor of becoming stockholders of Pubco through the Business Combination rather than acquiring securities of Rally directly in an underwritten public offering, including no independent due diligence review by an underwriter.

Because ATAC’s initial shareholders, executive officers and directors will lose their entire investment in ATAC if the Business Combination or an alternative business combination is not completed, and because ATAC’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Rally was appropriate for ATAC’s initial business combination.

The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Common Shares at such time is substantially less than $10.00 per share.
 
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The Sponsor, directors, officers, advisors and their affiliates may elect to purchase Ordinary Shares or the Public Warrants from ATAC public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Ordinary Shares.
Risks Related to Ownership of Pubco Common Stock

An active market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.

There can be no assurance that the Pubco Common Shares that will be issued in connection with the Business Combination or the Public CVRs will be approved for listing on the NYSE following the Closing, or that Pubco will be able to comply with the continued listing rules of the NYSE.

Pubco’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

There will be material differences between your current rights as a holder of ATAC Shares and the rights one will have as a holder of Pubco Common Shares, some of which may adversely affect you.

Pubco may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous for warrant holders.
Risks Related to Redemption

There is no guarantee that an ATAC Public Shareholder’s decision whether to redeem its shares of Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

If ATAC Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

If you elect to exercise your redemption rights with respect to your Ordinary Shares, you will not receive any CVRs.
Risks Related to ATAC

If third parties bring claims against ATAC, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.10 per share.

If ATAC were deemed an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.
Risks Related to the Contingent Value Rights

Under certain circumstances, the Contingent Value Rights will have no value and will be automatically terminated without any further consideration.

Consideration owed to the holders of the Contingent Value Rights, if any, will not be delivered prior to the CVR Settlement Date, except in certain limited circumstances.

A market for the Public CVRs may not develop and, even if a market for the Public CVRs does develop, there can be no assurance the extent to which trading of the Public CVRs will lead to an illiquid trading market with respect to such Public CVRs, which would adversely affect the liquidity and price of the Public CVRs.
Risks Related to Operational Factors Affecting Rally

Rally’s operating history and evolving business make it difficult to evaluate Rally’s prospects and risks.

The COVID-19 pandemic and related responsive measures have negatively impacted Rally’s business.
 
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Several cities in which Rally operates and plans to operate in the future have been subject to instability.

Rally faces competition and could lose market share to competitors.

The mass transit ridesharing market is still in relatively early stages of growth.

Rally could fail to cost-effectively attract and retain new riders.

Rally could fail to attract, retain, motivate or integrate its personnel.

Rally may not be able to maintain and continue developing its reputation.

Rally could fail to maintain its company culture as it grows, which could negatively affect Rally’s business.

Rally’s growth strategy will subject it to additional costs, compliance requirements and risks.

Rally could fail to effectively manage its growth and optimize its organizational structure.

Illegal, improper or inappropriate activity of riders, drivers or other users could expose Rally to liability.

Changes to Rally’s pricing could adversely affect its ability to attract or retain riders to use its platform.

Any actual or perceived security or privacy breach could interrupt Rally’s operations.

Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit Rally’s growth.

Cybersecurity attacks or security breaches could adversely affect our ability to operate.

Defects, errors or vulnerabilities in Rally’s applications could harm Rally’s reputation and brand.

Rally relies on various third-party product and service providers.

Rally could fail to effectively predict rider demand or to set pricing and routing accordingly.

Rally may not be able to successfully develop new offerings on its platform and enhance its existing offerings.

Rally may require additional capital to support the growth of its business, which may not be available.

Real or perceived inaccuracies Rally’s metrics and estimates may harm Rally’s reputation.

Rally’s marketing efforts to help grow its business may not be effective.

Any failure to offer high-quality user support may harm Rally’s relationships with users.

Interruptions in the availability of Rally’s website or platform could adversely affect Rally’s business.

Rally’s business could be adversely impacted by changes in users’ access to the Internet and mobile devices.

Rally relies on mobile operating systems and application marketplaces to make its mobile applications available.

Rally depends on the interoperability of its platform across third-party applications and services.

If Rally could be unable to make acquisitions and investments or successfully integrate them into its business.

Rally’s business could be adversely affected by natural disasters, public health crises, political crises, economic downturns, or other unexpected events.
Risks Related to Regulatory, Legal and Tax Factors Affecting Rally

There may be uncertainties with respect to the legal systems in the jurisdictions in which Rally operates.

As Rally expands its offerings, it may become subject to additional laws and regulations.

Rally operates as a broker within a heavily regulated industry.

Rally may be subject to claims, lawsuits, government investigations and other proceedings.
 
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Failure to protect or enforce Rally’s intellectual property rights could harm Rally’s business.

Claims by others that Rally infringed their intellectual property rights could harm Rally’s business.

Changes in laws relating to privacy and data protection could adversely affect Rally’s business.

Rally may face privacy, data security, and data protection risks if it expands into the European Union or United Kingdom.

Rally could be subject to claims from riders or third parties that are harmed.

Rally is subject to changing laws regarding regulatory matters, corporate governance and public disclosure.

We rely on a limited number of third-party insurance service providers for our auto-related insurance claims.
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “Summary Pro Forma Information”) gives effect to the transactions contemplated by the Business Combination (the “Transactions”). The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although ATAC will acquire all of the outstanding equity interests of Rally in the Business Combination, ATAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be reflected as the equivalent of Rally issuing shares for the net assets of ATAC, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Rally. There will be no accounting effect or change in the carrying amount of the assets and liabilities as a result of the Domestication. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2022, gives effect to the Transactions as if they had occurred on June 30, 2022. The summary unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022, and for the year ended December 31, 2021, gives effect to the Transactions as if they had occurred on January 1, 2021.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement /prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of ATAC and Rally for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what Pubco’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of Pubco following the reverse recapitalization.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Common Stock:

Assuming No Redemptions:   This presentation assumes that no Public Shareholders of ATAC exercise redemption rights with respect to their Public Shares upon consummation of the Business Combination.

Assuming Maximum Redemptions:   This presentation assumes that 2,216,778 Public Shares are redeemed upon consummation of the Business Combination for aggregate redemption payments of $23,080,851, assuming a $10.41 per share redemption price upon consummation of the Business Combination, which, together with aggregate subscription commitments under the Support Subscription Agreements (assuming the Support Investors are obligated to purchase Support Units thereunder in accordance with the terms of the Support Subscription Agreements), would be equal to $30,000,000. The Merger Agreement includes a condition to the Closing, waivable by ATAC and Rally, that, at the Closing, ATAC or Pubco have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of Redemptions and payment of ATAC and Rally’s expenses) and the proceeds of any Purchaser Transaction Financing (including the Support Subscription Agreements and other Purchaser Financing Transactions into which the Purchaser or Pubco may enter prior to the Closing, if any) of at least equal to thirty million dollars ($30,000,000). As all of ATAC’s Insiders waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.
 
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Pro Forma Combined
Assuming
No
Redemptions
Assuming
Maximum
Redemptions
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
 
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COMPARATIVE PER SHARE INFORMATION
The following table sets forth summary historical comparative share information for ATAC and Rally and unaudited pro forma condensed combined per share information of ATAC after giving effect to the Transactions, presented under the two assumed redemption scenarios as follows:

Assuming No Redemptions:   This presentation assumes that no Public Shareholders of ATAC exercise redemption rights with respect to their Public Shares.

Assuming Maximum Redemptions:   This presentation assumes that 2,216,778 Public Shares are redeemed upon consummation of the Business Combination for aggregate redemption payments of $23,080,851, assuming a $10.41 per share redemption price, which, together with aggregate subscription commitments under the Support Subscription Agreements (assuming the Support Investors are obligated to purchase Support Units thereunder in accordance with the terms of the Support Subscription Agreements), would be equal to $30,000,000. The Merger Agreement includes a condition to the Closing, waivable by ATAC and Rally, that, at the Closing, ATAC or Pubco have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of Redemptions and payment of ATAC and Rally’s expenses) and the proceeds of any Purchaser Transaction Financing (including the Support Subscription Agreements and other Purchaser Financing Transactions into which the Purchaser or Pubco may enter prior to the Closing, if any) of at least equal to thirty million dollars ($30,000,000). As all of ATAC’s Insiders waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “minimum redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.
The selected unaudited pro forma condensed combined book value information as of June 30, 2022 gives pro forma effect to the Transactions and the other events as if consummated on June 30, 2022. The selected unaudited pro forma condensed combined net income (loss) per share and weighted average shares outstanding information for the three months ended June 30, 2022 and the year ended December 31, 2021 gives pro forma effect to the Transactions and the other events related to the Business Combination, as if consummated on January 1, 2021, the beginning of the earliest period presented.
This information is only a summary and should be read in conjunction with the historical financial statements and accompanying notes of ATAC and Rally included elsewhere in this proxy statement/ prospectus. The unaudited pro forma condensed combined per share information of ATAC and Rally is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and accompanying notes included elsewhere in this proxy statement/ statement/prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The unaudited pro forma condensed combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma condensed combined book value per share information below does not purport to represent what the value of ATAC and Rally would have been had the companies been combined during the periods presented.
ATAC is providing the following comparative per share information to assist you in your analysis of the financial aspects of the Transactions.
 
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Pro Forma Combined
Rally Equivalent Pro Forma
Per Share Data(3)
Rally
(Historical)(2)
ATAC
(Historical)
Assuming
No
Redemption
Assuming
Maximum
Redemption
Assuming
No
Redemption
Assuming
Maximum
Redemption
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)
(1)
Book value per share means total shareholders’ equity (deficit) divided by ordinary or common shares outstanding.
(2)
Amounts as of and for the year ended December 31, 2021 based on historical.
(3)
The equivalent per share data for Rally is calculated by multiplying the combined pro forma per share data by an assumed Conversion Ratio of 0.30 reflecting an assumed Redemption Price of $10.40 and a Per Share Price of $3.14.
(4)
Pro forma balance sheet for the year ended December 31, 2021 not required and as such, no such calculation included in this table.
 
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MARKET PRICE AND DIVIDEND INFORMATION
ATAC
Ticker Symbol and Market Price
ATAC Units, Ordinary Shares, Pro forma Basic loss per share — Common Stock (as exchanged) “ATA.U,” “ATA,” and “ATA.WS,” respectively. The ATAC Units commenced public trading on December 14, 2020, and Ordinary Shares and warrants commenced separate public trading on January 28, 2021. The ATAC Units, each consisting of one Ordinary Share and one half of one Warrant (each whole Warrant entitling the holder thereof to purchase one Ordinary Share), will automatically separate into their component securities upon consummation of the Business Combination and no ATAC securities will trade following the Closing. Pubco intends to apply to list its common stock and warrants on NYSE under the symbols “RLLY” and “RLLYW,” respectively, upon the Closing. As of the Record Date, the closing price for the ATAC Units, Ordinary Shares and the Public Warrants was $[           ], $[           ], and $[      ], respectively. ATAC Public Warrant holders and those shareholders who do not elect to have their Public Shares redeemed need not deliver their Public Shares or Public Warrant certificates to ATAC or to ATAC’s Transfer Agent and they will be converted into the respective Pubco securities upon the Closing. Upon the Closing, Pubco intends to apply for the listing of its Pubco Common Shares and Pubco warrants on NYSE under the symbols “RLLY” and “RLLYW,” respectively.
Holders
As of the close of business on the Record Date, there were outstanding [7,137,658] Ordinary Shares and there were [      ] holders of record of ATAC Units, [    ] holders of record of Ordinary Shares, and [    ] holders of record of Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose ATAC Units, Ordinary Shares, and Warrants are held of record by banks, brokers and other financial institutions.
Dividend Policy
ATAC has not paid any cash dividends on its Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon Pubco’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board at such time.
Rally
There is no public market for any of Rally’s equity securities.
 
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RISK FACTORS
You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.
The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of ATAC and Rally. Certain of the following risk factors apply to the business and operations of Rally and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by ATAC, and Rally, which later may prove to be incorrect or incomplete. Pubco, ATAC, and Rally may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Rally” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ATAC” and the financial statements of Rally and ATAC and the notes thereto included herein, as applicable.
Risks Related to Domestication and the Business Combination
The ability of ATAC shareholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow ATAC to complete the Business Combination or optimize its capital structure.
If a larger number of shares are submitted for redemption than ATAC currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in ATAC’s Current Charter, ATAC may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to ATAC. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.
If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until ATAC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Charter. If you are in need of immediate liquidity, you could attempt to sell your Ordinary Shares in the open market; however, at such time, the Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with ATAC’s redemption until ATAC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Charter or you are able to sell your shares in the open market.
You may be unable to ascertain the merits or risks of Rally’s operations.
If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in the lines of business that Pubco expects to pursue. Although ATAC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with Rally, ATAC cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of ATAC’s control. ATAC also cannot assure you that an investment in ATAC’s securities will not
 
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ultimately prove to be less favorable to investors in ATAC than a direct investment, if an opportunity were available, in Rally. In addition, if ATAC shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for ATAC to consummate the Business Combination.
There is no assurance that ATAC’s diligence will reveal all material risks that may be present with regard to Rally. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.
ATAC cannot assure you that the due diligence ATAC has conducted on Rally will reveal all material issues that may be present with regard to Rally, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of ATAC’s control will not later arise. Rally is aware that ATAC must complete an initial business combination by December 17, 2022 (unless such date is extended by the ATAC’s shareholders). Consequently, Rally may have obtained leverage over ATAC, knowing that if ATAC does not complete the Business Combination, ATAC may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, ATAC has had limited time to conduct due diligence. Rally is a privately held company that expects to offer products and services that have not yet been fully developed or been commercialized and ATAC therefore has made its decision to pursue a business combination with Rally on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if ATAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on ATAC’s liquidity, the fact that ATAC reports charges of this nature could contribute to negative market perceptions about ATAC or ATAC’s securities. In addition, charges of this nature may cause ATAC to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by Rally or by virtue of it obtaining debt financing following the Closing. Accordingly, any shareholders of ATAC who choose to remain stockholders of Pubco following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by ATAC’s officers or directors of a duty of care or other fiduciary duty owed by them to ATAC, or if they are able to successfully bring a private claim under securities laws that the Registration Statement of which this proxy statement/prospectus forms a part contained an actionable material misstatement or material omission.
The Merger Agreement includes entry into the Support Subscription Agreement and the Minimum Cash Condition as conditions to the consummation of the Merger, which may make it more difficult for the Business Combination to be consummated as contemplated.
The Merger Agreement provides that Rally’s obligation to consummate the Business Combination is conditioned, among other things, on the Support Subscription Agreement having been entered into as of the Closing (the “Financing Condition”). It also contains a condition to each party’s obligation to consummate the Business Combination, that, at the Closing, ATAC have cash and cash equivalents sufficient to satisfy the Minimum Cash Condition (inclusive of the amount of any Purchaser Transaction Financing, including the Support Subscription Agreement), after full satisfaction of payments to redeeming ATAC shareholders and payment of transaction expenses. If either the Financing Condition or the Minimum Cash Condition is not satisfied, one or both of Rally or ATAC may not be required, under the terms of the Merger Agreement, to consummate the Business Combination. Additionally, if the Financing Condition (waivable by Rally) is not satisfied, the lack of availability of proceeds from the Support Subscription Agreement may make satisfaction of the Minimum Cash Condition (waivable by Rally and ATAC) less likely, and the Merger Agreement could be terminated and the proposed Business Combination may not be consummated.
If one or both of the Financing Condition and the Minimum Cash Condition are waived and the Business Combination is consummated with less than the $30,000,000 cash and cash equivalents, the cash held by Rally in the aggregate, after the Closing, may not be sufficient to allow Rally to operate and pay Rally’s bills as they become due; or, even if Rally continues to be able to operate and pay its bills, Rally may not be able to
 
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successfully pursue its business plan or may not be able to achieve from its planned efforts to grow its business the results that Rally management expects to achieve if Rally has access to the capital required to continue to grow and expand its business. The additional exercise of redemption rights with respect to a large number of ATAC’s public shareholders may make the parties unable to take such actions as may be desirable in order to optimize the capital structure of Rally after consummation of the Business Combination and the parties may not be able to raise additional financing from unaffiliated parties necessary to fund Rally’s expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding Rally’s ability to continue as a going concern at such time.
There are risks to ATAC shareholders who are not affiliates of the Sponsor of becoming stockholders of Pubco through the Business Combination rather than acquiring securities of Rally directly in an underwritten public offering, including no independent due diligence review by an underwriter.
Because there is no independent third-party underwriter involved in the Business Combination or the issuance of ATAC’s securities in connection therewith, investors will not receive the benefit of any outside independent review of ATAC’s and Rally’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, ATAC shareholders must rely on the information in this proxy statement /prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.
If Rally became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time . . . the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to include in its legal opinion to the underwriters a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as ATAC, and no auditor comfort letters or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this proxy statement/prospectus.
In addition, the amount of due diligence conducted by ATAC and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of Rally. Accordingly, it is possible that defects in Rally’s business or problems with Rally’s management that would have been discovered if Rally conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Pubco Common Shares.
Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on the NYSE could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the Pubco’s securities during the period immediately following the listing.
 
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The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of Pubco’s results if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of Pubco and your investment decision.
ATAC and Rally currently operate as separate companies. ATAC has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Pubco. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from ATAC’s and Rally’s historical financial statements and certain adjustments and assumptions have been made regarding Pubco after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and Pubco’s financial position and future results of operations.
In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Pubco’s financial condition or results of operations following the Closing. Any potential decline in Pubco’s financial condition or results of operations may cause significant variations in the stock price of Pubco.
ATAC is dependent upon its executive officers and directors and their departure could adversely affect ATAC ability to operate and to consummate the initial business combination. Additionally, ATAC’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on ATAC’s ability to complete the initial business combination.
ATAC’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. ATAC believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. ATAC does not have an employment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of ATAC’s directors or executive officers could have a detrimental effect on ATAC and the ability to consummate the Business Combination. In addition, ATAC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of ATAC’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and ATAC’s directors also serve as officers and board members for other entities. If ATAC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to ATAC’s affairs which may have a negative impact on ATAC’s ability to consummate the Business Combination.
Pubco’s ability to be successful following the Business Combination will depend upon the efforts of the Pubco Board and key personnel and the loss of such persons could negatively impact the operations and profitability of Pubco’s post-Business Combination business.
Pubco’s ability to be successful following the Business Combination will be dependent upon the efforts of the Pubco Board and key personnel. ATAC cannot assure you that the Pubco Board and key personnel will be effective or successful or remain with Pubco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Pubco’s management to have to expend time and resources helping them become familiar with such requirements.
It is estimated that, pursuant to the Merger Agreement, ATAC’s public shareholders will own approximately 20.6% of the equity interests or assets of Pubco (assuming no redemptions) and ATAC’s
 
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management, other than Jorge Marcos and Alberto Pontonio, who are expected to serve on the Pubco Board, will not be engaged in the management of Pubco’s business. Accordingly, the future performance of Pubco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Pubco.
ATAC’s key personnel may negotiate employment or consulting agreements with Pubco in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.
ATAC’s key personnel may be able to remain with Pubco after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of Pubco for services they would render to Pubco after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, ATAC believes the ability of such individuals to remain with Pubco after the completion of the Business Combination will not be the determining factor in ATAC’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of ATAC’s key personnel will remain with Pubco after the consummation of the Business Combination. ATAC cannot assure you that any of its key personnel will remain in senior management or advisory positions with Pubco.
EBC may have a conflict of interest in rendering services to us in connection with our initial business combination.
We are required to pay EBC a cash fee for such services upon the consummation of our initial business combination in an aggregate amount equal to 3.5% of the total gross proceeds raised in the offering. We are also obligated to pay EBC a cash fee of 1.0% of the total consideration payable in a proposed business combination if EBC introduces us to the target business with which we complete a business combination. EBC’s Ordinary Shares and Private Warrants will also be worthless if we do not consummate an initial business combination. The financial interests may result in EBC having a conflict of interest when providing the services to us in connection with an initial business combination.
Because ATAC’s initial shareholders, executive officers and directors will lose their entire investment in ATAC if the Business Combination or an alternative business combination is not completed, and because ATAC’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Rally was appropriate for ATAC’s initial business combination.
ATAC’s initial shareholders currently own various interests in ATAC, in an aggregate value of approximately $32.9 million as of September 9, 2022, which may be worthless if ATAC does not complete a business combination. ATAC’s initial shareholders currently own 2,875,000 Ordinary Shares, which, based on the closing trading price of the Ordinary Shares on September 9, 2022, would have an aggregate value of approximately $29.9 million as of the same date. In addition, the Sponsor purchased an aggregate of 4,905,000 Private Warrants, which have an aggregate value of approximately $269,775, assuming the per warrant value of the Private Warrants is the same as the $0.055 closing price of the Public Warrants on the NYSE on September 9, 2022. The Sponsor has also provided ATAC with the Sponsor Notes, which, as of September 9, 2022, had an aggregate of $2,713,765.80 outstanding. Additionally, while ATAC’s directors and officers’ out-of-pocket expenses incurred in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account) are reimbursable by ATAC, as of September 9, 2022, no directors or officers of ATAC have incurred any expenses for which they expect to be reimbursed at the Closing.
The personal and financial interests of ATAC’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of ATAC’s initial business combination, its Sponsor, executive officers and directors, or any of their
 
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respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on ATAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on ATAC’s behalf. However, ATAC’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of ATAC’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination. See the sections entitled “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities.
Some of ATAC’s and Rally’s officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.
Certain officers and directors of ATAC and Rally participate in arrangements that provide them with interests in the Business Combination that may be different from yours, including, among others, the continued service as an officer or director of Pubco, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of Pubco. If the Business Combination is not consummated and ATAC is forced to wind up, dissolve and liquidate in accordance with the Current Charter, the 2,875,000 Founder Shares currently held by the Sponsor, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares). The Founder Shares had an aggregate market value of approximately $29.9 million based on the last sale price of $10.40 per share on the NYSE on September 9, 2022. Accordingly, the Sponsor and ATAC’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a shareholder.
These interests, among others, may influence the officers and directors of ATAC and Rally to support or approve the Business Combination. For more information concerning the interests of ATAC and Rally executive officers and directors, see the sections entitled “Proposal 2: The Business Combination Proposal — Interests of ATAC’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.
The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of Pubco Common Shares at such time is substantially less than $10.00 per share.
The Sponsor has invested in ATAC an aggregate of $4,930,000, comprised of the $25,000 purchase price for the Founder Shares and the $4,905,000 purchase price for the Private Warrants. Assuming a trading price of $10.00 per share upon consummation of the Business Combination, the 2,875,000 Founder Shares would have an aggregate implied value of $28,750,000. Even if the trading price of the Pubco Common Shares were as low as approximately $1.71 per share, and the Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in ATAC. As a result, the Sponsor is likely to be able to recoup its investment and make a substantial profit on that investment, even if the Public Shares have lost significant value. Accordingly, the ATAC management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the public shareholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the trust to the public shareholders. For the foregoing reasons, you should consider the ATAC management team’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.
ATAC shareholders and Rally stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.
If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, ATAC shareholders and Rally stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only
 
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receiving part of the commensurate benefit to the extent Pubco is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.
During the pendency of the Business Combination, ATAC and Rally may not be able to enter into a business combination with another party because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.
Covenants in the Merger Agreement impede the ability of ATAC and Rally to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s security holders.
If the conditions to the Merger are not met, the Business Combination may not occur.
Even if the Business Combination is approved by the shareholders of ATAC and the stockholders of Rally, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement and in addition to shareholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect), (iv) each party complying in all material respects with its covenants and agreements, (v) no Material Adverse Effect with respect to a party since the date of the Merger Agreement which remains continuing and uncured, (vi) the members of the post-Closing board being elected or appointed, (vii) an effective registration statement and (viii) the conditional NYSE approval. See “Proposal 2: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination” below for a more complete summary. ATAC and Rally cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause ATAC and Rally to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, ATAC may not be able to find another potential candidate for its initial business combination prior to ATAC’s deadline (currently December 17, 2022), and ATAC will be required to liquidate.
The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make Pubco Common Shares less attractive to investors or cause our future investments to be subject to U.S. foreign investment regulations.
Investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to U.S. laws that regulate foreign investments in U.S. businesses and access by foreign persons to technology developed and produced in the United States. These laws include Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018, and the regulations at 31 C.F.R. Parts 800 and 802, as amended, administered by the Committee on Foreign Investment in the United States (“CFIUS”).
Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a “U.S. business” by a “foreign person” ​(in each case, as such terms are defined in 31 C.F.R. Part 800) always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully implemented through regulations that became effective in 2020, expanded the scope of CFIUS’s jurisdiction to investments that do not result in control of a U.S. business by a foreign person, but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical
 
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technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” ​(in each case, as such terms are defined in 31 C.F.R. Part 800).
CFIUS or another U.S. governmental agency could choose to review the Business Combination or past or proposed transactions involving new or existing foreign investors in Rally or Pubco, even if a filing with CFIUS is or was not required at the time of such transaction. There can be no assurances that CFIUS or another U.S. governmental agency will not choose to review the Business Combination. Any review and approval of an investment or transaction by CFIUS may have outsized impacts on transaction certainty, timing, feasibility, and cost, among other things. CFIUS policies and agency practices are rapidly evolving, and in the event that CFIUS reviews the Business Combination or one or more proposed or existing investment by investors, there can be no assurances that such investors will be able to maintain, or proceed with, such investments on terms acceptable to the parties to the Business Combination or such investors. Among other things, CFIUS could seek to impose limitations or restrictions on, or prohibit, investments by such investors (including, but not limited to, limits on purchasing Pubco Common Shares, limits on information sharing with such investors, requiring a voting trust, governance modifications, or forced divestiture, among other things) or CFIUS could order Pubco to divest all or a portion of Rally if the parties had proceeded without first obtaining CFIUS clearance.
Delaware law and the Proposed Charter and Proposed Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.
The Proposed Charter and the Proposed Bylaws that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Pubco Board and therefore depress the trading price of Pubco’s common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the Rally Board or taking other corporate actions, including effecting changes in the management of Pubco. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding:

the ability of the Pubco Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

the limitation of the liability of, and the indemnification of, Pubco’s directors and officers;

the exclusive right of the Pubco Board to elect a director to fill a vacancy created by the expansion of the Pubco Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Pubco Board;

the requirement that a special meeting of stockholders may be called only by (i) directors then in office; or (ii) 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 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, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

the requirement for the affirmative vote of holders of at least 2/3 of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions of the Proposed Charter, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Pubco Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
 
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the ability of the Pubco Board to amend the bylaws, which may allow the Pubco Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

advance notice procedures with which stockholders must comply to nominate candidates to the Pubco Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Pubco Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Pubco.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Pubco Board or management.
Any provision of the Proposed Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their Pubco Common Shares and could also affect the price that some investors are willing to pay for Pubco Common Shares.
The Proposed Charter will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between Pubco and its stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of the Pubco’s stockholders to choose the judicial forum for disputes with Pubco or its directors, officers, or employees.
The Proposed Charter, which will become effective upon the Closing, will provide that, unless the Pubco consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, or other employees of Pubco or its stockholders, (iii) any action arising pursuant to any provision of the DGCL, or the certificate of incorporation or the bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. The Proposed Charter will also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Any person or entity purchasing or otherwise acquiring any interest in any of Pubco’s securities shall be deemed to have notice of and consented to this provision. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Pubco’s business and financial condition.
 
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The Sponsor, directors, officers, advisors and their affiliates may elect to purchase Ordinary Shares or the Public Warrants from ATAC public shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Ordinary Shares.
At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ATAC or ATAC’s securities, ATAC’s initial shareholders, Rally and/or their respective affiliates may purchase Ordinary Shares and/or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Ordinary Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Ordinary Shares will not exceed the Redemption Price. In addition, the persons described above will waive redemption rights, if any, with respect to the Ordinary Shares they acquire in such transactions. However, any Ordinary Shares acquired by the persons described above would not vote on the Business Combination Proposal.
The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.
Entering into any such incentive arrangements may have a depressive effect on the Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.
As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, ATAC will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ordinary Shares for which ATAC has received redemption requests.
In addition, if such purchases are made, the public “float” of Ordinary Shares or the Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the ATAC securities on a national securities exchange.
ATAC Shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they own, which will result in dilution to non-redeeming ATAC shareholders upon exercise of such Public Warrants.
ATAC shareholders who redeem their Ordinary Shares may continue to hold any Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming ATAC shareholders that acquired ATAC Units in the ATAC IPO and continue to hold the Public Warrants that were included in such ATAC Units, and (b) maximum redemption of Ordinary Shares held by the redeeming ATAC shareholders, 5,750,000 Public Warrants would be retained by redeeming ATAC shareholders. As a result, the redeeming ATAC shareholders would hold Public Warrants with an aggregate market value of approximately $316,250, as of September 9, 2022, while non-redeeming ATAC shareholders would suffer dilution in their percentage ownership and voting interest of Pubco upon exercise of the Public Warrants held by redeeming ATAC shareholders.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect ATAC’s business, including its ability to complete the Business Combination, and results of operations.
ATAC is subject to laws and regulations enacted by national, regional and local governments. In particular, ATAC is required to comply with certain SEC and other legal requirements. Compliance with, and
 
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monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on ATAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on ATAC’s business, including its ability to complete the Business Combination, and results of operations.
With respect to the regulation of special purpose acquisition companies like ATAC (“SPACs”), on March 30, 2022, the SEC issued proposed rules relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed or in a revised form, may increase the costs of and the time needed to complete the Business Combination.
The ability of Public Shareholders to exercise redemption rights with respect to Public Shares may prevent ATAC from completing the Business Combination or maximizing its capital structure.
ATAC does not know how many Public Shareholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on ATAC’s expectations (and those of other parties to the Merger Agreement) as to the amount of funds available in the Trust Account after giving effect to any redemptions of Public Shares.
It is a condition to the parties’ obligation to close the Business Combination, waivable by ATAC and Rally, that ATAC or Pubco have cash and cash equivalents, including funds remaining in the Trust Account and the proceeds of any Transaction Financing, of at least $30,000,000. If too many Public Shareholders elect to redeem their shares or Rally does not waive the condition described in the preceding sentence as a condition to the Closing and additional third-party financing may not be available to ATAC. For information regarding the parameters of the minimum cash condition described in this paragraph, please see the sections of this proxy statement/prospectus entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement — Covenants of the Parties” and “Proposal 2: The Business Combination Proposal — The Merger Agreement — Conditions to the Closing of the Business Combination..”
Risks Related to Ownership of Pubco Common Stock
An active market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.
The price of Pubco’s securities may vary significantly due to factors specific to Pubco as well as to general market or economic conditions. Furthermore, an active trading market for Pubco’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
There can be no assurance that the Pubco Common Shares that will be issued in connection with the Business Combination or the Public CVRs will be approved for listing on the NYSE following the Closing, or that Pubco will be able to comply with the continued listing rules of the NYSE.
In connection with the Business Combination and as a condition to Rally’s obligations to complete the Business Combination, Pubco will be required to demonstrate compliance with the NYSE’s initial listing requirements, which generally require, among other criteria, a per share price of at least $4.00 and a market capitalization of at least $200,000,000. In addition to the listing requirements for Pubco’s common stock, the NYSE imposes listing standards on warrants. We cannot assure you that Pubco will be able to meet those initial listing requirements, in which case Rally will not be obligated to complete the Business Combination. Additionally, ATAC agreed to use commercially reasonable efforts to effect and maintain the listing of the
 
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Public CVRs on the Nasdaq Global Market, New York Stock Exchange, or another national securities exchange until the CVR Agreement is terminated, and there is no guarantee that the Public CVRs will be approved for such listing.
In order to continue the listing of its securities on the NYSE, ATAC prior to the Business Combination, and Pubco following the consummation of the Business Combination, must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed by the NYSE, distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if Pubco’s common stock and warrants are approved for listing on the NYSE, Pubco may not meet the NYSE continued listing requirements following the Business Combination.
If the NYSE delists Pubco’s securities from trading on its exchange and Pubco is not able to list its securities on another national securities exchange, Pubco’s securities could be quoted on an over-the-counter market. If this were to occur, Pubco could face significant material adverse consequences, including:

a limited availability of market quotations for its securities;

reduced liquidity for its securities;

a determination that the Pubco’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Pubco’s securities; and

a decreased ability to issue additional securities or obtain additional financing in the future.
The continued eligibility for listing of Pubco’s securities may depend on, among other things, the number of Ordinary Shares that are redeemed.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the ATAC Units, Ordinary Shares and Public Warrants are listed on the NYSE, the ATAC Units, Ordinary Shares and Public Warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of ATAC’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While ATAC is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if ATAC was no longer listed on the NYSE, ATAC’s securities would not qualify as covered securities under the statute and ATAC would be subject to regulation in each state in which ATAC offers its securities.
The market price of the Pubco Common Shares may decline as a result of the Business Combination.
The market price of the Pubco Common Shares may decline as a result of the Business Combination for a number of reasons including if:

investors react negatively to the prospects of Pubco’s business and the prospects of the Business Combination;

the effect of the Business Combination on Pubco’s business and prospects is not consistent with the expectations of financial or industry analysts; or

Pubco does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.
Pubco’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.
The trading price of Pubco Common Shares is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating
 
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performance of particular companies. You may not be able to resell your Pubco Common Shares at an attractive price due to a number of factors such as those listed in “— Risks Related to Operational Factors Affecting to Rally”, “— Risks Related to Regulatory, Legal and Tax Factors Affecting Rally” and the following:

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of Pubco’s competitors;

changes in expectations as to Pubco’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

declines in the market prices of stocks generally;

strategic actions by Pubco or its competitors;

announcements by Pubco or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

any significant change in Pubco’s management;

changes in general economic or market conditions or trends in Pubco’s industry or markets;

changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Pubco’s business;

future sales of Pubco’s common stock or other securities;

investor perceptions of the investment opportunity associated with Pubco’s common stock relative to other investment alternatives;

the public’s response to press releases or other public announcements by Pubco or third parties, including Pubco’s filings with the SEC;

litigation involving Pubco, Pubco’s industry, or both, or investigations by regulators into the Pubco Board, Pubco’s operations or those of Pubco’s competitors;

guidance, if any, that Pubco provides to the public, any changes in this guidance or Pubco’s failure to meet this guidance;

the development and sustainability of an active trading market for Pubco’s common stock;

actions by institutional or activist stockholders;

changes in accounting standards, policies, guidelines, interpretations or principles; and

other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.
These broad market and industry fluctuations may adversely affect the market price of Pubco’s common stock, regardless of Pubco’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Pubco’s common stock is low.
In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If the Pubco was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from Pubco’s business regardless of the outcome of such litigation.
Because there are no current plans to pay cash dividends on Pubco Common Shares for the foreseeable future, you may not receive any return on investment unless you sell your Pubco Common Shares at a price greater than what you paid for it.
Pubco intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on Pubco Common Shares will be at the sole discretion of the Pubco Board. The Pubco Board may take into account general and economic conditions, Pubco’s financial condition and results of operations, Pubco’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by Pubco to its
 
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stockholders or by its subsidiaries to it and such other factors as the Pubco Board may deem relevant. As a result, you may not receive any return on an investment in the Pubco Common Shares unless you sell your Pubco Common Shares for a price greater than that which you paid for it.
Pubco may issue additional Pubco Common Shares or other equity securities without seeking approval of the Pubco stockholders, which would dilute your ownership interests and may depress the market price of the Pubco Common Shares.
Upon consummation of the Business Combination, Pubco will have warrants outstanding to purchase up to an aggregate of 11,200,000 Pubco Common Shares. Assuming earnout targets are satisfied, Pubco will be required to issue up to an additional 4.5 million Pubco Common Shares to current Rally shareholders. Further, Pubco may choose to seek third party financing to provide additional working capital for the Pubco business, in which event Pubco may issue additional equity securities. Following the consummation of the Business Combination, Pubco may also issue additional Pubco Common Shares or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.
The issuance of additional Pubco Common Shares or other equity securities of equal or senior rank would have the following effects:

Pubco’s existing stockholders’ proportionate ownership interest in Pubco will decrease;

the amount of cash available per share, including for payment of dividends in the future, may decrease;

the relative voting strength of each previously outstanding Pubco Common Share may be diminished; and

the market price of the Pubco Common Shares may decline.
If securities or industry analysts do not publish research or reports about Pubco’s business, if they change their recommendations regarding the Pubco Common Shares or if Pubco’s operating results do not meet their expectations, the Pubco Common Shares price and trading volume could decline.
The trading market for Pubco Common Shares will depend in part on the research and reports that securities or industry analysts publish about Pubco or its businesses. If no securities or industry analysts commence coverage of Pubco, the trading price for Pubco Common Shares could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Pubco downgrade its securities or publish unfavorable research about its businesses, or if Pubco’s operating results do not meet analyst expectations, the trading price of Pubco Common Shares would likely decline. If one or more of these analysts cease coverage of Pubco or fail to publish reports on Pubco regularly, demand for Pubco Common Shares could decrease, which might cause the Pubco Common Share price and trading volume to decline.
Pubco will issue Pubco Common Shares as consideration for the Business Combination, and Pubco may issue additional Pubco Common Shares or other equity or convertible debt securities without approval of the holders of Pubco Common Shares, which would dilute existing ownership interests and may depress the market price of Pubco Common Shares.
It is anticipated that, following the Business Combination, (i) former Rally stockholders are expected to own approximately 64.4% of the outstanding Pubco Common Shares), (ii) former ATAC public shareholders are expected to own approximately 20.6% of the outstanding Pubco Common Shares, and (iii) the initial shareholders are expected to own approximately 14.9% of the outstanding Pubco Common Shares. These percentages assume the “No Redemption Scenario”. If the actual facts differ from these assumptions, these percentages will differ.
Pubco may continue to require capital investment to support its business, and Pubco may issue additional Pubco Common Shares or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of Pubco Common Shares in certain circumstances.
 
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Pubco’s issuance of additional Pubco Common Shares or other equity or convertible debt securities would have the following effects: (i) Pubco existing stockholders’ proportionate ownership interest in Pubco may decrease; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of each previously outstanding Pubco Common Share may be diminished; and (iv) the market price of Pubco Common Shares may decline.
Furthermore, employees, directors and consultants of Rally hold equity awards under the Rally Equity Plan, and after Business Combination, are expected to be granted equity awards under the new Incentive Plan. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercised, as applicable, for Pubco Common Shares. See “Management of Pubco Following the Business Combination — Compensation of Directors and Executive Officers — Equity Incentive Plans.”
There will be material differences between your current rights as a holder of ATAC Shares and the rights one will have as a holder of Pubco Common Shares, some of which may adversely affect you.
Upon completion of the Business Combination, ATAC shareholders will no longer be shareholders of ATAC, but will be stockholders of Pubco. There will be material differences between the current rights of ATAC shareholders and the rights you will have as a holder of Pubco Common Shares, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of ATAC shareholders and the Pubco stockholders, see the section of this proxy statement/prospectus titled “Comparison of the Rights of Holders of Ordinary Shares and Common Stock.”
Future sales, or the perception of future sales, by Pubco or its stockholders in the public market following the Business Combination could cause the market price for Pubco Common Shares to decline.