UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor Section 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): July 26, 2022

~~Date~~AMERICAS ofTECHNOLOGY ~~Report~~ACQUISITION ~~(Date of earliest event reported): June 14, 2022~~CORP.

Americas Technology Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39807		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(~~IRS~~I.R.S. Employer Identification No.)

16500 Dallas Pkwy #305

16500 Dallas Pkwy #305 Dallas, TX		75248
(Address of principal executive offices)		(Zip Code)

Dallas, TX 75248

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (214) 396-5927

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share and one-half of one Redeemable Warrant	ATA.U	The New York Stock Exchange
Units, each consisting of one Ordinary Share and one-half of Redeemable Warrant	ATA.U	The New York Stock Exchange
Ordinary Shares, par value $0.0001 per share	ATA	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share	ATA WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

OnAs previously disclosed, on June 141, 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, “~~Company~~ATAC”) ~~issued~~, entered ainto ~~promissory~~an ~~note~~Agreement and Plan of Merger (as may be amended or supplemented from time to time, the “~~Note~~Merger Agreement”) inwith Rally Communitas Corp., a Delaware corporation (“Rally” or the ~~principal~~“Company”), ~~amount~~Americas Technology Acquisition Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of upATAC to(“Pubco”), Americas ~~$830~~Technology Purchaser Merger Sub Inc.,~~000 to ATAC~~ ~~Limited~~a ~~Partnership~~Delaware corporation and a wholly-owned subsidiary of Pubco (the “~~Sponsor~~Purchaser Merger Sub”), ~~pursuant~~Americas toTechnology ~~which the~~Company ~~Sponsor~~Merger ~~agreed~~Sub toInc., ~~loan~~a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Company upMerger toSub” ~~$830~~and together with Purchaser Merger Sub,~~000~~ the “Merger Subs”), Jorge E. Marcos, in ~~connection~~the ~~with~~capacity as the ~~extension~~representative offrom and after the ~~Company’s~~effective time toof ~~consummate~~the aMerger ~~business~~(as defined below) (the “Effective ~~combination~~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 ~~June~~and 17after the Effective Time (the “Seller Representative”), ~~2022~~pursuant to ~~December~~which, 17as of the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), ~~2022~~ATAC and Rally will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company.

On ~~June~~July 1726, 2022, ~~the~~ATAC, ~~Company deposited $413~~Rally,~~765.80~~ ~~of such funds into the Company’s trust account~~Pubco, ~~which amount will be included in~~ the ~~pro~~Seller ~~rata~~Representative ~~amount~~and ~~distributed to (i) all of~~ the ~~holders~~Purchaser ofRepresentative ~~the~~entered ~~ordinary~~into ~~shares~~an ~~sold~~amendment in (the ~~Company’s initial public offering (~~“~~Public Shares~~Amendment”) ~~upon the Company’s liquidation or (ii) holders of Public Shares who elect~~ to ~~have their shares redeemed in connection with~~ the ~~consummation~~Merger ~~of the Company’s initial business combination~~Agreement.

The ~~Note~~Amendment ~~bears~~clarifies noand ~~interest~~revises ~~and~~certain isprovisions ~~repayable~~of inthe ~~full~~Merger ~~upon~~Agreement relating to (i) the ~~earlier~~securities offor which the investors (athe “Support Investors”) ~~the~~that ~~date~~enter into Support Subscription Agreements to purchase securities of Pubco immediately prior to the ~~consummation~~Closing ofas a condition to the ~~Company~~consummation of ATAC’s initial business combination (the “Business Combination”) under the Merger Agreement will subscribe pursuant to such agreements, or(ii) the contingent value rights to be issued by Pubco at the Closing to non-redeeming ATAC shareholders and the Support Investors and (biii) the ~~date~~expected composition of the ~~liquidation~~board of directors of Pubco (the “Pubco ~~Company~~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.

~~The~~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 ~~qualified~~subject to, and qualified in its entirety by ~~reference to~~ the ~~Note,~~full atext ~~copy~~ of ~~which~~the isAmendment attached hereto as Exhibit 102.1 ~~hereto~~to ~~and~~this Current Report on Form 8-K, which is ~~incorporated~~ 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Americas Technology Acquisition Corp.
Dated: June 17, 2022	By:	/s/ Jorge Marcos
		Name:	Jorge Marcos
		Title:	Chief Executive Officer

Dated: July 26, 2022

4AMERICAS TECHNOLOGY ACQUISITION CORP. By: /s/ Jorge E. Marcos Name: Jorge E. Marcos Title: Chief Executive Officer

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