Rally Bus Corp. executed a letter of intent to acquire Americas Technology Acquisition Corp. (NYSE:ATA) in a reverse merger transaction on April 14, 2022. Rally Bus Corp. signed a definitive business combination agreement to acquire Americas Technology Acquisition Corp. for approximately $210 million in a reverse merger transaction on June 1, 2022. Assuming no adjustments to transaction consideration (and without taking into account the shares to be held back from distribution at closing and deposited into escrow to satisfy obligations to CVR holders after the closing), the aggregate value of shares to be issued to Rally stockholders at the closing is expected to be approximately $165 million. Rally stockholders may also receive up to an additional 4.5 million shares of Pubco common stock upon the achievement of certain revenue and share price targets during the post-closing earnout period. Under the terms of the proposed transaction, a new publicly traded holding company will be formed under the name “Rally” (“Pubco”) which will have two wholly owned subsidiaries, one of which, prior to closing, will merge with and into Rally, with Rally surviving, and one of which will merge with and into ATA, with ATA surviving. The combined entity, to be renamed “Rally Mobility Corp” (“Rally”), is expected to be listed on the NYSE under the symbol RLLY. Upon the closing of the transaction, Rally will be led by its Chief Executive Officer and founder, Mr. Numaan Akram. Following the closing of the transaction Rally's board is expected to be comprised of 7 directors, a majority of which will be independent in accordance with NYSE listing rules. The boards of directors of Rally and ATA have unanimously approved the transaction. The parties expect the transaction to be consummated during the fourth quarter of 2022. Proceeds from the transaction are expected to be used by Rally for to scale existing routes and launch additional routes, as well as for general working capital purposes.

Chardan is acting as sole financial advisor and lead capital markets advisor to Rally. Matthew G. Huddle of Nelson Mullins Riley & Scarborough LLP and Chambers of Jain and Kumar acting as legal counsel to Rally. Matthew A. Gray of Ellenoff Grossman & Schole LLP is acting as U.S. legal counsel to ATA. Vaish Associates acted as legal advisor and due diligence provider and EarlyBirdCapital, Inc. acted as financial advisor and due diligence provider to ATA. In exchange for its services pursuant to the Chardan Engagement, upon consummation of the Business Combination, Chardan will earn a fee of $750,000. Vantage Point Advisors, Inc., Investment Banking Arm acted as financial advisor and fairness opinion provider to ATA Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to ATA. Pursuant to its engagement by ATAC, Vantage Point became entitled to an aggregate fee of $125,000 for its services, of which $75,000 had been paid as of the delivery of its opinion, and $50,000 was earned by Vantage Point upon the delivery of its opinion and payable upon the first to occur of (a) the consummation of the Business Combination or (b) the termination of the Business Combination. Morrow Sodali LLC acted as proxy solicitor to ATAC for a fee of $17,500 plus out-of-pocket expenses.

Rally Bus Corp. cancelled the acquisition of Americas Technology Acquisition Corp. (NYSE:ATA) in a reverse merger transaction on December 9, 2022. Both, ATA and Rally have mutually agreed to terminate the transaction, and the termination has been approved by the Board of Directors of both ATA and Rally.