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.
The Second 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 “Business Combination”), Pubco will not issue securities previously
referred to in the transaction documents as “Private CVRs” (including “Support CVRs”) and provide for various
related adjustments to the terms and conditions of the Merger Agreement and other transaction documents referred to therein (including
the Pubco securities for which investors, once identified, will subscribe pursuant to the agreements referred to in the Merger Agreement
as Support Subscription Agreements), (ii) the condition to the Closing set forth in Section 7.1(h) of the Merger Agreement, waivable by
ATAC and Rally 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 (including the Support Subscription Agreements) at least equal to $20 million and (iii) to remove from the Merger
Agreement the condition to the Closing relating to net tangible assets at Closing set forth in Section 7.1(g) of the Merger Agreement.
Other
than as expressly modified pursuant to the Second 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, and the First Amendment, 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 July 26, 2022, remain
in full force and effect as originally executed on June 1, 2022 and July 26, 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 Second Amendment attached
hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.