Current Report Filing (8-k)
15 Décembre 2021 - 10:31PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 13, 2021
Americas
Technology Acquisition Corp.
(Exact name of registrant as specified in
its charter)
Cayman Islands
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001-39807
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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16500 Dallas Pkwy #305
Dallas, TX 75248
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (303) 885-8688
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on
which registered
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Units,
each consisting of one Ordinary Share and one-half of Redeemable Warrant
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ATA.U
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The New York Stock Exchange
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Ordinary Shares, par value $0.0001 per share
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ATA
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The New York Stock Exchange
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Warrants,
each whole warrant exercisable for one Ordinary Share for $11.50 per share
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ATA WS
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The New York Stock Exchange
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Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
December 15, 2021, an aggregate of $1,150,000 (the “Extension Payment”) was deposited by ATAC Limited Partnership,
a Delaware limited partnership (the “Sponsor”), into the trust account of Americas Technology Acquisition Corp.
(“Company”) for the Company’s public shareholders, representing $0.10 per public share, which enables
the Company to extend the period of time it has to consummate its initial business combination by three months from December 17, 2021
to March 17, 2022 (the “Extension”). The Extension is the first of up to two three-month extensions permitted
under the Company’s governing documents.
In
connection with the Extension Payment, the Company issued to the Sponsor an unsecured promissory note (the “Note”)
having a principal amount equal to the amount of the Extension Payment. The Note bears no interest and will be due and payable (subject
to the waiver against trust provisions) on the earlier of (i) the date on which the Company’s initial business combination is consummated
and (ii) the date of the liquidation of the Company. In the event of liquidation, all amounts due under the Note shall be repaid in cash.
In the event an initial business combination is consummated, the Note may be repaid, at the Sponsor’s discretion, (i) in cash or
(ii) in warrants exercisable for the Company’s ordinary shares, based on a conversion price of $1.00 per warrant. The terms of
any such warrants shall be identical to the terms of the warrants issued pursuant to the private placement that was consummated by the
Company in connection with the Company’s initial public offering, and the holder of any such warrants shall be entitled to certain
demand and piggyback registration rights.
The
Note was issued pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”).
A
copy of the Note is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 7.01 Regulation
FD Disclosure.
On
December 15, 2021, the Company issued a press release (the “Press Release”) announcing that the Extension Payment
had been made and that the Company had issued the Note to the Sponsor in connection therewith. A copy of the Press Release is furnished
as Exhibit 99.1 hereto. The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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.
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AMERICAS TECHNOLOGY ACQUISITION CORP.
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Date: December 15, 2021
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By:
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/s/ Jorge Marcos
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Name:
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Jorge Marcos
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Title:
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Chief Executive Officer
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