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 Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): December 9, 2022.~~1934

Date of Report (Date of earliest event reported): December 13, 2022

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)		(~~I.R.S.~~IRS Employer Identification No.)

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

16500 Dallas Pkwy #305

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 Redeemable Warrant	ATA.U	The New York Stock Exchange
Units, each consisting of one Ordinary Share and one-half of one 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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~information~~December ~~set~~13, ~~forth~~2022, inAmericas ~~Item~~Technology 1Acquisition Corp.02 ~~below~~(the is“Company”) ~~hereby~~issued ~~incorporated~~a press release announcing that due to the Company’s inability to consummate an initial business combination within the time period required by ~~reference~~its ~~into~~Amended ~~this~~and ~~Item~~Restated 1Memorandum and Articles of Association, as amended (the “Charter”), the Company intends to dissolve and liquidate in accordance with the provisions of its the Charter and will redeem all of the outstanding ordinary shares that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.0159.

~~Item~~As ~~1.02~~of ~~Termination~~the close of abusiness on ~~Material~~December ~~Definitive~~17, ~~Agreement~~2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount.

AsIn ~~previously~~order ~~disclosed,~~to onprovide ~~June 1, 2022, Americas~~for ~~Technology~~the ~~Acquisition~~disbursement ~~Corp.,~~of afunds ~~Cayman~~from ~~Islands~~the ~~exempted~~trust ~~company (together with its successors~~account, ~~including following continuation out of~~ the ~~Cayman~~Company ~~Islands~~will ~~and~~instruct ~~into~~ the ~~State~~trustee of ~~Delaware~~the sotrust asaccount to ~~domesticate~~take asall anecessary ~~Delaware corporation, “ATAC”), entered~~actions ~~into~~to anliquidate ~~Agreement~~the ~~and~~securities ~~Plan~~held ofin ~~Merger (as amended on July 26, 2022, November 8, 2022 and November 16, 2022 ,~~ the ~~“Merger~~trust ~~Agreement”) with Rally Communitas Corp~~account., aThe ~~Delaware~~proceeds ~~corporation~~of ~~(“Rally” or~~ the ~~“Company”),~~trust ~~Americas Technology~~account ~~Acquisition~~will ~~Holdings~~be ~~Inc.,~~held ain ~~Delaware corporation and~~ a ~~wholly~~ non-~~owned subsidiary of ATAC (“Pubco”),~~interest bearing ~~Americas~~account ~~Technology~~while ~~Purchaser~~awaiting ~~Merger~~disbursement ~~Sub~~to ~~Inc.,~~the aholders ~~Delaware corporation and a wholly-owned subsidiary~~ of ~~Pubco (~~the ~~“Purchaser Merger~~Public ~~Sub”), Americas Technology Company Merger Sub Inc~~Shares., aRecord ~~Delaware~~holders ~~corporation~~will ~~and~~receive atheir pro ~~wholly-owned subsidiary~~ rata portion of ~~Pubco (~~the ~~“Company~~proceeds ~~Merger~~of ~~Sub” and together with Purchaser Merger Sub,~~ the ~~“Merger~~trust ~~Subs”), Jorge~~account E.by ~~Marcos,~~delivering intheir ~~the~~Public ~~capacity~~Shares asto ~~the~~Continental ~~representative~~Stock ~~from~~Transfer & ~~and~~Trust ~~after~~Company, the ~~effective~~Company’s transfer ~~time~~agent. Beneficial owners of ~~the~~Public ~~Merger~~Shares ~~(as~~held ~~defined~~in ~~below) (the~~ “~~Effective Time~~street name,”) ofhowever, ~~the~~will ~~stockholders~~not ofneed ~~Pubco~~to ~~(other~~take ~~than~~any ~~the~~action ~~Rally~~in order ~~Security~~to ~~Holders~~receive ~~and their successors and assignees) (~~the ~~“Purchaser Representative”),~~redemption ~~and~~amount. ~~Numaan~~The ~~Akram,~~redemption inof the ~~capacity~~Public asShares ~~the~~is ~~representative~~expected ofto ~~the~~be ~~Rally~~completed ~~Security~~within ~~Holders~~ten ~~from~~business ~~and~~days after ~~the~~ ~~Effective~~December ~~Time~~17, ~~(the “Seller Representative”)~~2022.

OnThe ~~December~~Company’s ~~9, 2022,~~sponsor ~~pursuant~~has agreed to ~~Section~~waive ~~8.1(a)~~its ofredemption ~~the~~rights ~~Merger~~with ~~Agreement,~~respect ~~ATAC,~~to ~~Rally,~~its ~~Pubco,~~outstanding ~~the~~ordinary ~~Merger~~shares ~~Subs,~~issued ~~the~~prior ~~Seller~~to ~~Representative and~~ the ~~Purchaser~~Company’s ~~Representative~~initial ~~entered~~public ~~into a Termination and Release Agreement (the “Termination Agreement”) pursuant to which the Merger Agreement was terminated effective as of December 9, 2022~~offering.

AsThere ~~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~~redemption ~~the~~rights ~~Merger Agreement) contemplated by~~ or ~~entered~~liquidating ~~into~~distributions ~~in connection~~ with ~~the~~respect ~~Merger Agreement, including but not limited~~ to, the ~~Voting Agreements,~~Company’s ~~the Lock-Up Agreements~~warrants, ~~the~~which ~~Sponsor Forfeiture Agreement and Sponsor Subscription Agreement,~~ will ~~also~~expire ~~automatically either be terminated in accordance with their terms or be of no further force and effect~~worthless.

~~The~~A ~~foregoing~~copy ~~descriptions~~ of the ~~Merger~~press ~~Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by the terms and~~release 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 1099.1, ~~each~~and ~~of which~~ is incorporated herein 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)

The following exhibits are being filed herewith:

Exhibit No.		Description of Exhibits
99.1		Press Release, dated December 13, 2022
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.

Dated: December 9, 2022

	Americas Technology Acquisition Corp.

Dated: December 13, 2022	By:	/s/ Jorge Marcos
		Name:	Jorge Marcos
		Title:	Chief Executive Officer

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

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