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.