Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
09 November 2022 - 4:19AM
Edgar (US Regulatory)
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): November 8, 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 |
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75248 |
(Address of principal executive offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange
on
which registered |
Units,
each consisting of one Ordinary Share and one-half of Redeemable Warrant |
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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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Warrants,
each whole warrant exercisable for one Ordinary Share for $11.50 per share |
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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 amended pursuant to that certain First Amendment to Agreement and Plan of Merger, dated
July 26, 2022, and as may be further 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 November 8, 2022, ATAC, Rally, Pubco, the Seller Representative
and the Purchaser Representative entered into an amendment (the “Second Amendment”) to the Merger Agreement.
The Second Amendment clarifies and revises certain provisions of the
Merger Agreement relating to the fact that the parties to the Merger Agreement have mutually agreed that: (i) at the Closing of the transactions
contemplated by the Merger Agreement (the “Business Combination”), Pubco will not issue securities previously
referred to in the transaction documents as “Private CVRs” (including “Support CVRs”) and provide for various
related adjustments to the terms and conditions of the Merger Agreement and other transaction documents referred to therein (including
the Pubco securities for which investors, once identified, will subscribe pursuant to the agreements referred to in the Merger Agreement
as Support Subscription Agreements), (ii) the condition to the Closing set forth in Section 7.1(h) of the Merger Agreement, waivable by
ATAC and Rally that, at the Closing, ATAC and Pubco have cash and cash equivalents, including funds remaining in ATAC’s Trust Account
established at the time of its initial public offering (after giving effect to the completion and payment of redemptions by ATAC shareholders
and payment of each party’s transaction expenses (to the extent due and unpaid at Closing)) and the aggregate amount of any Purchaser
Transaction Financing (including the Support Subscription Agreements) at least equal to $20 million and (iii) to remove from the Merger
Agreement the condition to the Closing relating to net tangible assets at Closing set forth in Section 7.1(g) of the Merger Agreement.
Other
than as expressly modified pursuant to the Second 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, and the First Amendment, 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 July 26, 2022, remain
in full force and effect as originally executed on June 1, 2022 and July 26, 2022, respectively. The foregoing description of the Second
Amendment does not purport to be complete and is subject to, and qualified in its entirety by the full text of the Second 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: November 8, 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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