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
Exhibit
No. Description
2.1 Second Amendment to Agreement and Plan of Merger, dated as of November
8, 2022, by and among Americas Technology Acquisition Corp., Rally
Communitas Corp., Americas Technology Acquisition Holdings Inc., Jorge
E. Marcos, in the capacity as the Purchaser Representative thereunder,
and Numaan Akram, in the capacity as the Seller Representative
thereunder
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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