Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference
into this Item 1.01.
Item 1.02 Termination of 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 on July 26, 2022, November 8, 2022 and
November 16, 2022 , 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").
On December 9, 2022, pursuant to Section 8.1(a) of the Merger Agreement, ATAC,
Rally, Pubco, the Merger Subs, the Seller Representative and the Purchaser
Representative entered into a Termination and Release Agreement (the
"Termination Agreement") pursuant to which the Merger Agreement was terminated
effective as of December 9, 2022.
As a result of the termination of the Merger Agreement, the Merger Agreement
will be of no further force and effect, and certain Transaction Agreements (as
defined in the Merger Agreement) contemplated by or entered into in connection
with the Merger Agreement, including but not limited to, the Voting Agreements,
the Lock-Up Agreements, the Sponsor Forfeiture Agreement and Sponsor
Subscription Agreement, will also automatically either be terminated in
accordance with their terms or be of no further force and effect.
The foregoing descriptions of the Merger Agreement and the Termination Agreement
do not purport to be complete and are qualified in their entirety by the terms
and conditions of the full text of the Merger Agreement, which was previously
filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities
and Exchange Commission (the "SEC") by ATAC on June 7, 2022, the first amendment
to Agreement and Plan of Merger, 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, the
second amendment to Agreement and Plan of Merger, 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, the third amendment to Agreement and Plan of Merger, which was
previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ATAC
with the SEC on November 17, 2022, and the full text of the Termination
Agreement, which is attached hereto as Exhibit 10.1, each of which is
incorporated by reference herein.
Item 8.01 Other Events.
On December 9, 2022, ATAC issued a press release announcing the termination of
the Merger Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein. As a result of the termination of
the Merger Agreement, Pubco intends to withdraw its registration statement on
Form S-4, as amended from time to time, initially filed with the SEC on July 29,
2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Termination and Release Agreement, dated as of December 9,2022, by and
among Americas Technology Acquisition Corp., Rally Communitas Corp.,
Americas Technology Acquisition Holdings Inc., Americas Technology
Purchaser Merger Sub Inc., Americas Technology Company Merger Sub Inc.,
Jorge E. Marcos, in the capacity as the Purchaser Representative
thereunder, and Numaan Akram, in the capacity as the Seller
Representative thereunder.
99.1 Press Release, dated December 9, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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