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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