Roll Up and Go Public

Roll Up Strategy

Traditional telecom needs innovation for digital transformation.

Our vision is to leverage the current backbone infrastructures of multiple legacy carriers, or aggregators, and transform them into a fully digital consolidated TelCo. The resulting operator will be positioned to provide scores of new self-serve cloud-based public or provide networks with layers of API-software-driven connectivity, communications, and applications. This will open up everything possible as billions of devices continue to connect to the Internet and the Internet-of-Things ("IoT"). Our new digital TelCo will help to provide true worldwide connectivity by delivering networks that feel like Software-as-a-Service.

To realize our vision, XaaS intends to execute a "roll-up" strategy. We will identify, acquire, and successfully merge stable telecom carriers and aggregators, possessing Tier-1 and Tier-2 networks, with emerging UCaaS, CPaaS, and NaaS software/API developers, and the best voice and data routing and security solutions from the edge to the core of networks.

Currently, former telecom engineers and software entrepreneurs are teaming up to create unprecedented value and wealth by building applications and platforms that sit on and within existing telecom networks they do not own. Until now, developers have used the public Internet, negotiated peering deals, or bought network-based services from telecom operators. We see an opportunity to create competitive and pricing advantages by combining these private entities. Such business combinations have the potential to produce significant new revenue opportunities and higher margins.

Unlocking Value and Creating Liquidity

Taking the New TelCo Public

The combination and reorganization of these acquired low-to-midmarket businesses will generate the requisite revenue and EBITDA to ultimately gain a listing on the Nasdaq exchange. This will unlock the full potential value of the businesses. Collectively, the businesses are worth more combined as a publicly traded Nasdaq company than they are as stand-alone private businesses. More importantly, none of these businesses or owners will likely reach the Nasdaq market on their own.

Combining and successfully integrating the technology, talent, and infrastructure of these fragmented industry targets should create a compelling growth opportunity for all participants. In doing so, we should be able to create cost synergies that produce additional profits and improved returns.

We plan to take our newly consolidated digital TelCo public through a reverse merger transaction or direct listing. Going public will provide several key advantages.

The ability for legacy shareholders to exit on earn-out agreements with full or partial “cash-outs” at an agreed-upon private company valuation.
Increased liquidity of equity stakes is more attractive to new shareholders, directors, officers, and consultants.
The company can unify the acquired brands into a single global brand with an ability to increase overall market awareness.
Increased access to capital through a larger pool of potential investors and lenders.
Creating a known market value for the company that should be a premium of approximately 4x-20x the private company valuations.
Publicly trading shares can be used as currency for acquisitions and employee compensation plans.

Sponsor and Promoter Team

As sponsor, we intend to draw on decades of experience in Telecommunications, Cloud Communications, Connectivity, Software Development, Investment Banking, Legal, Accounting, and Alternative offerings. For 25 years, our team of outsourced and in-house professional members has participated in alternative means of going public. Our legal team has been one of the leading U.S. law firms involved in each of IPOs, SPACs, Registered Directs/PIPEs, and Reverse Mergers. Over the course of the last decade, they have been the most active law firm in the SPAC program, having worked on nearly 40% of the SPACs during that time.

Our team of investment bankers has over 75 years of combined experience coming from firms such as Merrill Lynch, Drexel Burnham Lambert, and Dean, Witter, Reynolds. Together, we have a history of generating superior financial results in both public and private companies that have translated into the creation of over $20 billion of aggregate market value for investors. XaaS has also developed a group of senior information and communications technology (“ICT”) executives and investors with a proven track record of leading, investing in, and growing large, scaled enterprises.

Our targeted acquisition teams include a very experienced, enthusiastic, and dedicated team of telecommunications industry veterans who know how to deliver value and have been working closely together as a team for over 20 years. Previously, they worked at organizations such as Allegiance Telecom, MCI Communications, AT&T, IDT, and ITXC Corporation.

Our network engineering and network software development team has extensive experience and invented numerous patented technologies. They have worked in large communications companies and data center operations, such as Internap.

Our underwriting and investor syndicate includes some of the most active SPAC underwriters and numerous private equity firms, funds, and family offices.

We have built a strong team with significant experience in identifying, investing in, and operating businesses that have successfully transitioned from private companies into public companies, and successfully emerged from legal or financial distress or financial re-organization. We believe our team and the significant financial and operational expertise of our team provide us with important competitive advantages for sourcing, pursuing, and evaluating an initial business combination(s) within our target universe.