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. On November 16, 2022, ATAC, Rally, Pubco, the Seller Representative and the Purchaser Representative entered into a subsequent amendment (the "Third Amendment") to the Merger Agreement.

The Third 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 "Closing"), Pubco will not issue securities previously referred to in the transaction documents as "Contingent Value Rights" or "CVRs", resulting in various changes to definitions and terms reflected in the Merger Agreement and other transaction documents, (ii) that the size of Pubco's board of directors (the "Pubco Board") immediately after the Closing will initially include five (5) members, with the size of the Pubco Board to be increased as promptly as practicable to include additional directors qualifying as independent in accordance with rules of The New York Stock Exchange (or other relevant national securities exchange), (iii) the condition to Closing set forth in Section 7.2(d)(iv) the Merger Agreement, requiring that the Purchaser and certain investors have entered into Support Subscription Agreements as described in the Merger Agreement, shall be removed from the Merger Agreement, along with corresponding terms and definitions in the Merger Agreement and other transaction documents, and (iv) the condition to the Closing set forth in Section 7.1(h) of the Merger Agreement, waivable by ATAC and Rally, is revised to reflect 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 at least equal to $10 million.

Other than as expressly modified pursuant to the Third 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 (the "SEC") on June 7, 2022, the First Amendment, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ATAC with the SEC on July 26, 2022, and the Second Amendment, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ATAC with the SEC on November 8, 2022, remains in full force and effect as originally executed on June 1, 2022, July 26, 2022, and November 8, 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 Third 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        Third Amendment to Agreement and Plan of Merger, dated as of
           November 16, 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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