Overview
We are a newly organized, blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding a business combination with our company. While we may pursue an initial target business in any stage of its corporate evolution or in any industry or sector, we initially intend to focus our search on target businesses in the telematics industry, which includes companies that provide transportation software technology solutions for fleet management, freight and logistics, and connected vehicle applications. We may pursue an initial business combination target in any geographic region.
Although we may pursue our initial business combination in any business, industry or geographic region, we currently intend to capitalize on the ability of our management team to identify, acquire and operate a business in the telematics industry. We will seek to capitalize on the reputations, significant experience and contacts of our management team to complete an initial business combination. The business executives that compose our management team are recognized pioneers in the transportation software and technology sector and possess a proven track record of success operating and leading private and public companies in this domain. Collectively, our management team has founded, operated and grown businesses accounting for more than $1 billion of annualized global telematics industry revenues, primarily involving Software as a Service (SaaS) applications. In addition, our management team, through longstanding industry relationships, has global access to the venture capital and the financial sponsor community, providing a key portal into a pipeline of potential target acquisition opportunities.
Our management team possesses the depth and breadth across a broad range of operational disciplines in public companies, including critical executive office roles (Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief Strategy Officer). Our management team has executed on numerous M&A transactions, and worked with leading investment banks and advisors securing more than $1 billion in public capital markets financing, including a prior IPO and secondary equity and debt offerings from predecessor companies. Collectively, the management team has been involved in more than one dozen M&A transactions ranging from $15 million to $2.4 billion in the transportation technology global marketplace.
We believe the primary targeted end markets a target business may operate in are very large, presenting significant opportunity. These include, but are not limited to, the following industries, which in aggregate represent a market opportunity with estimated annual revenues in excess of $150 billion:
- Fleet Management, Fleet Maintenance, Asset Tracking, Video Telematics;
- Digital Freight Brokerage;
- Field Service Management;
- Transportation Management Systems (“TMS”);
- Usage Based Insurance (“UBI”); and
- Other markets, including but not limited to auto dealership vertical software, claims management and risk analytics, mapping and connected car solutions, warehouse and inventory management software, and telematics applications in the marine, air and rail transportation sectors.
The foregoing transportation software and technology end markets are experiencing significant disruption while giving rise to a wide range of emerging opportunities supported by strong secular trends such as the adoption of vertical cloud solutions and data-driven mobility, business automation, and supply chain modernization. Global supply chains are undergoing significant disruption due to ongoing global trade disputes and the COVID-19 pandemic, which has accelerated the shift to ecommerce. Real-time visibility and near-real time delivery is highly disruptive to the traditional means of moving goods from supplier to end customer. Large, established vertical industries are also being transformed by emerging, innovative and disruptive new companies and representative software technologies. Strategic imperatives are driving the need for transportation service providers across all vertical industries to accelerate their digital transformation to survive and grow in the current environment. These forces are having a significant impact on global transportation, logistics and supply chains. Furthermore, telematics applications such as fleet management, which supports last mile logistics and delivery, sustainability and routing optimization, are becoming increasingly critical. We also believe companies in this transportation software and technology space are highly resilient and exhibit attractive growth opportunities.
Our objective is to consummate our initial business combination and then enhance stockholder value by helping to support, augment, identify and recruit management, identify and complete additional acquisitions, implement operational improvements if needed, and expand the target’s product offerings and geographic footprint. We expect to utilize our management team’s experience in operating and leading successful global technology companies, and its contacts in these industries, to achieve this objective. We believe many businesses in the transportation software and technology sector could benefit from access to the public markets but have thus far been unable to do so due to a number of factors, including the time it takes to conduct a traditional initial public offering, market volatility and pricing uncertainty. We intend to focus on evaluating both emerging growth and established companies with leading competitive positions, strong management teams and significant long-term potential for growth and profitability.
We believe that our management team is uniquely qualified to identify attractive businesses within our target end markets. Key members of our management team include the following:
Jim Travers, our Chairman, has over 30 years of technology industry experience successfully building high growth global software service businesses in both the private and public sectors. He has led three publicly traded companies through high growth phases. Most recently, he was Chairman and Chief Executive Officer of Fleetmatics Group PLC (NYSE: FLTX) leading the global software services company through a 10-year high growth phase which lead to a very successful IPO in 2012 and the sale of the company in 2016 to Verizon Inc. for $2.4 billion in an all-cash transaction. Between the IPO in 2012 and the announcement of Fleetmatics’ sale to Verizon in 2016, Fleetmatics’ market capitalization increased over 200% and Fleetmatics’ revenue on an LTM basis increased 165% over that same time period. Prior to Fleetmatics, Mr. Travers served as SVP of the Americas for GEAC Computer Corporation Limited (Nasdaq: GEAC), a global software company, where he was responsible for several successful acquisitions that led to significant growth for the company. GEAC was acquired by Golden Gate Capital in 2006 for $1.0 billion and eventually merged with Golden Gate Capital’s Infor unit. Prior to GEAC, Mr. Travers was Chief Executive Officer and Chief Operating Officer of Harbinger Corporation (Nasdaq: HRBC), a global e-commerce software services company. He led the company through a high growth phase and its eventual sale for approximately $1.2 billion in 2000. Prior to Harbinger he had a successful 18 year career with Texas Instruments Inc. where he held SVP level positions in sales/marketing and division general management. Today, Mr. Travers is a technology investor and board member, and he works closely with private equity sponsors, most recently working with Warburg Pincus while serving on the board of Dude Solutions, a vertical operations management software company that was successfully sold to Clearlake Capital in 2019. He also is an investor and board member of Truce Software, a high growth Distracted Driving/Content Management software services company.
Michael Burdiek, our Chief Executive Officer and one of our directors, currently serves as a member of the Board of Directors of Five9, Inc. (Nasdaq: FIVN), a SaaS cloud-based contact center software company. From 2011 to 2020, Mr. Burdiek served as the President and Chief Executive Officer and member of the Board of Directors of CalAmp Corp. (Nasdaq: CAMP), a global provider of wireless communications solutions. From 2006 to 2011, prior to being promoted to CalAmp’s Chief Executive Officer, Mr. Burdiek held various positions of increasing responsibility, including president of CalAmp’s Wireless DataCom segment and President and Chief Operating Officer of CalAmp Corp. During Mr. Burdiek’s tenure as CalAmp’s CEO from June 2011 to March 2020, CalAmp’s market capitalization increased approximately 70% and CalAmp’s revenue on an LTM basis increased nearly 200%. Prior to joining CalAmp, Mr. Burdiek was the President and Chief Executive Officer of Telenetics Corporation, a manufacturer of data communications products. From 1987 to 2003, Michael held a variety of technical and general management positions with Comarco Inc., most recently as senior vice president and general manager of Comarco’s Wireless Test Systems unit.
Rick Vitelle has served as our Chief Financial Officer and Secretary since our formation. Mr. Vitelle has over 30 years of experience in senior financial management roles with publicly held companies. From 2001 to 2018, Mr. Vitelle served as Executive Vice President, Chief Financial Officer and Secretary/Treasurer of CalAmp. Prior to joining CalAmp, he served as Vice President of Finance and Administration, Chief Financial Officer and Treasurer of SMTEK International, Inc. (Nasdaq: SMTI), an electronics manufacturing services provider acquired by CTS Corporation (NYSE: CTS), from 1996 to 2001. Earlier in his career, Mr. Vitelle served as a senior manager with Price Waterhouse (now PricewaterhouseCoopers).
Garo Sarkissian has served as our Executive Vice President, Corporate Development since our formation. Since August 2019, Mr. Sarkissian has served as Chief Executive Officer and founder of Dune Labs Inc., a technology startup in the water metering space. From 2005 to March 2019, Mr. Sarkissian served as SVP Corporate Development of CalAmp. From 2003 to 2005, he served as Principal and VP of Business Development for Global Technology Investments, a private equity firm. From 1999 to 2003, Mr. Sarkissian held senior management and business development roles at California Eastern Laboratories, a private company developing and marketing radio frequency (RF), microwave and optical components. Mr. Sarkissian began his career as an RF engineer over a span of 10 years for MACom Technology Solutions and NEC Corporation. Mr. Sarkissian is currently a member of the board of directors of Smartwitness Holdings Inc., a video telematics company.
Andrew Flett, one of our directors, has spent the last two decades investing in the technology industry, specializing in mobility, communications, security, software, and data analytics. As a General Partner at Mobility Impact Partners, he focuses on transportation mobility technologies of the emerging mobility infrastructure. Prior to this role, Mr. Flett spent 15 years at Investcorp Technology Partners as a partner in the technology growth buyout business. Mr. Flett served on the Board of Fleetmatics Group PLC (NYSE: FLTX) from 2008, through its initial public offering in 2012 and until the sale of the company in 2016 to Verizon Inc. His track record includes international transaction experience in the United States, Canada, Western Europe and Asia, including buyouts, carveouts, growth equity, general M&A and IPOs, primarily for control equity situations or substantial minority stakes.
Kyle Messman, one of our directors, brings extensive financial and cloud software experience to the Company. Mr. Messman’s most recent leadership role was as the Chief Financial Officer of Velocify, Inc., a SaaS-based sales acceleration platform acquired by Ellie Mae in November 2017 for $128 million. Prior to that, Mr. Messman was an angel investor and the Chief Financial Officer of Telogis, a SaaS provider of fleet and mobile resource management solutions to large enterprises, until its acquisition by Verizon Communications Inc. (NYSE: VZ) in August 2016 for $900 million. Mr. Messman currently serves as Managing Director of South Bay Ventures, a venture capital firm he founded in 2018 to make early-stage investments in cloud technology businesses. He also is a Venture Partner with Fontinalis Partners, LLC, a venture capital firm with $255 million of committed capital that invests in next-generation mobility. Investment areas include autonomous vehicles, connected cars and fleets, supply chain and logistics and mobility services, among others. As Chief Financial Officer of two high growth enterprise SaaS businesses over the past decade, Mr. Messman has led the development of the long-term strategic plans, annual budgets, audits and financings to support company growth in conjunction with overall investor strategy. While at Telogis, he led the process of raising over $200 million in equity and debt capital to fund growth and completed six acquisitions prior to the company’s sale. Prior to Telogis, he led the corporate financial planning function for a major public semiconductor manufacturer. Mr. Messman previously spent several years as an investment banker focused on mergers and financings in the technology services and software sectors.
Mark Licht, one of our directors, is an entrepreneur with over 30 years of experience in the formation, financing and operations of connected car services and technology companies. Mr. Licht co-founded three high profile companies in the connected vehicle market — Teletrac, now part of Teletrac/Navman, a subsidiary of Fortive Corporation (NYSE: FTV)), Ituran Location and Control Ltd. (Nasdaq: ITRN) and SigmaOne Communications (e911 location technology). He has a long track record of analyzing significant market trends in the connected vehicle, fleet management and telematics industries, establishing business operations, assisting in private financings and evaluating M&A opportunities in those markets. Mr. Licht is both an investor in the connected car industry and currently serves or has served on the boards and advisory boards of a broad set of fleet management, insurance telematics, traffic information, UBI, cybersecurity, data mining, video analytics, EV and OEM focused technology companies. Mr. Licht is also President of Licht & Associates, a consulting firm that conducts strategic business analysis, develops business and operating plans, evaluates market opportunities and technology trends and proposes alternative business strategies for CEOs and their executive teams in the connected vehicle and Internet of Things (“IoT”) industries. Mr. Licht has worked with boards and management teams of companies in the US, Europe and Latin America.