Item 1.01. Entry into a Material Definitive Agreement.
On June 14, 2022, Americas Technology Acquisition Corp. (the "Company") issued a
promissory note (the "Note") in the principal amount of up to $830,000 to ATAC
Limited Partnership (the "Sponsor"), pursuant to which the Sponsor agreed to
loan the Company up to $830,000, in connection with the extension of the
Company's time to consummate a business combination from June 17, 2022 to
December 17, 2022.
On June 17, 2022, the Company deposited $413,765.80 of such funds into the
Company's trust account, which amount will be included in the pro rata amount
distributed to (i) all of the holders of the ordinary shares sold in the
Company's initial public offering ("Public Shares") upon the Company's
liquidation or (ii) holders of Public Shares who elect to have their shares
redeemed in connection with the consummation of the Company's initial business
combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or (b)
the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under
an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 17, 2022, the Company filed an amendment to the Company's Amended and
Restated Memorandum and Articles of Association with the Cayman Islands General
Registry (the "Extension Amendment"). The Extension Amendment extends the date
by which the Company must consummate its initial business combination from June
17, 2022 to December 17, 2022.
Pursuant to the Extension Amendment, on June 16, 2022, the Sponsor deposited
$413,765.80 (or $0.10 per Public Share that was not redeemed in connection with
the Meeting (as defined below)) into the Company's trust account and thereby
extended the period the Company has to complete an initial business combination
from June 17, 2022 to September 17, 2022. In order to further extend the period
the Company has to complete an initial business combination from September 17,
2022, an additional $137,921.93 (or $0.033 per Public Share that was not
redeemed in connection with the Meeting) will be deposited into the Company's
trust account for each month.
The Sponsor or its designees will have the sole discretion whether to continue
extending for additional calendar months until December 17, 2022 and if the
Sponsor determines not to continue extending for additional calendar months, no
additional funds will be deposited into the trust account.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2022, the Company held a special meeting of shareholders (the
"Meeting"). At the Meeting, the Company's shareholders approved the Extension
Amendment extending the date by which the Company must consummate its initial
business combination from June 17, 2022 to December 17, 2022 (the "Extension
Amendment Proposal").
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain Broker Non-Votes
9,118,358 4,028 0 0
Shareholders holding 7,362,342 Public Shares exercised their right to redeem
such shares for a pro rata portion of the funds in the Company's trust account.
As a result, $75,897,771.73 ($10.30 per share) will be removed from the
Company's trust account to pay such holders.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
Exhibit No. Description of Exhibits
3.1 Amendment to Amended and Restated Memorandum and Articles of
Association of the Company.
10.1 Promissory Note issued to the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
3
© Edgar Online, source Glimpses