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
Exhibit
No. Description
2.1 First Amendment to Agreement and Plan of Merger, dated as of July 26,
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
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document)
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