Current Report Filing (8-k)
July 28 2022 - 1:20PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 26, 2022
AMERICAS TECHNOLOGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands | |
001-39807 | |
N/A |
(State or other jurisdiction of incorporation) | |
(Commission File Number) | |
(I.R.S. Employer Identification No.) |
16500 Dallas Pkwy #305
Dallas, TX |
|
75248 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (214) 396-5927
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of each exchange
on which
registered |
Units,
each consisting of one Ordinary Share and one-half of Redeemable Warrant |
|
ATA.U |
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The
New York Stock Exchange |
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Ordinary
Shares, par value $0.0001 per share |
|
ATA |
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The
New York Stock Exchange |
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|
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Warrants,
each whole warrant exercisable for one Ordinary Share for $11.50 per share |
|
ATA
WS |
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The
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
As previously disclosed, on
June 1, 2022, Americas Technology Acquisition Corp., a Cayman Islands exempted company (together with its successors, including following
continuation out of the Cayman Islands and into the State of Delaware so as to domesticate as a Delaware corporation, “ATAC”),
entered into an Agreement and Plan of Merger (as may be amended or supplemented from time to time, the “Merger Agreement”)
with Rally Communitas Corp., a Delaware corporation (“Rally” or the “Company”), 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 of the Merger (as defined below) (the “Effective
Time”) of the stockholders of Pubco (other than the Rally Security Holders and their successors and assignees) (the “Purchaser
Representative”), and Numaan Akram, in the capacity as the representative of the Rally Security Holders from and after the
Effective Time (the “Seller Representative”), pursuant to which, as of the consummation of the transactions
contemplated by the Merger Agreement (the “Closing”), ATAC and Rally will become wholly-owned subsidiaries of
Pubco and Pubco will become a publicly traded company.
On
July 26, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into an amendment (the “Amendment”)
to the Merger Agreement.
The
Amendment clarifies and revises certain provisions of the Merger Agreement relating to (i) the securities for which the investors (the
“Support Investors”) that enter into Support Subscription Agreements to purchase securities of Pubco immediately
prior to the Closing as a condition to the consummation of ATAC’s initial business combination (the “Business Combination”)
under the Merger Agreement will subscribe pursuant to such agreements, (ii) the contingent value rights to be issued by Pubco at the Closing
to non-redeeming ATAC shareholders and the Support Investors and (iii) the expected composition of the board of directors of Pubco (the
“Pubco Board”) immediately following consummation of the Business Combination, subject to approval of the proposal
related to the election of directors to the Pubco Board that will be contained in a registration
statement on Form S-4 (as amended, the “Registration Statement”) that Pubco intends to file with
the Securities and Exchange Commission in connection with the Business Combination.
Other
than as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by ATAC with the Securities and Exchange Commission on June 7, 2022, remains in full force and effect as originally
executed on June 1, 2022. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified
in its entirety by the full text of the Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July 26, 2022
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AMERICAS TECHNOLOGY ACQUISITION CORP. |
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By: |
/s/ Jorge E. Marcos |
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Name: |
Jorge E. Marcos |
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Title: |
Chief Executive Officer |
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