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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/29/22 Americas Tech Acq Holdings Inc. S-4 6:8.9M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-4 Registration Statement - Securities for a Merger HTML 6.78M 2: EX-21.1 Subsidiaries List HTML 6K 3: EX-23.1 Consent of Expert or Counsel HTML 5K 4: EX-23.2 Consent of Expert or Counsel HTML 5K 5: EX-23.4 Consent of Expert or Counsel HTML 7K 6: EX-FILING FEES Filing Fees HTML 15K
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
AMERICAS TECHNOLOGY HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
CALCULATION OF REGISTRATION FEE
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered | Proposed Maximum Offering Price Per Security |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee(5) | |
| Equity | Shares of common stock, $0.001 par value(1) | Rules 457(c) and 457(f)(1) (5) | 24,453,057 | $10.36 | $254,266,070.52 | 0.0000927 | $23,570.47 | |
| Equity | Warrants to purchase common stock(2) | Rules 457(c) and 457(f)(1) (6) | 5,750,000 | — | — | 0.0000927 | — | |
| Equity | Shares of common stock underlying warrants(3) | Rules 457(c) and 457(f)(1) (6) | 5,750,000 | $11.545 | $66,383,750.00 | 0.0000927 | $6,153.77 | |
| Right | Contingent Value Rights(4) | 457(g) | 4,137,658 | N/A | N/A | N/A | (7) | |
| Total | $320,649,820.52 | $29,724.24 |
C:
| (1) | Based on the maximum number of shares of common stock, $0.0001 par value per share (“Pubco Common Shares”), of the registrant, Americas Technology Holdings Inc., a Delaware corporation (“Pubco”), issuable in connection with the business combination (the “Business Combination”) to be effected pursuant to a merger agreement (the “Merger Agreement,” and transactions contemplated thereby (the “Business Combination”), including the transfer by continuation of ATAC out of the Cayman Islands and into the State of Delaware to redomicile as a Delaware corporation (the “Domestication”) among the registrant, Americas Technology Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“ATAC,” including its successor following Domestication) and Rally Communitas Corp., a Delaware corporation (“Rally”), and certain other parties. This number is based on (a) 12,905,399 Pubco Common Shares to be issued as merger consideration upon consummation of the Business Combination (the “Closing”) to holders of outstanding Rally common stock (“Rally Stockholders”), including 2,250,000 Pubco Common Shares to be placed into escrow in connection with Pubco’s obligations to holders of contingent value rights to be issued by Pubco at the Closing (“CVRs,” issuable pursuant to “CVR Agreements”); (b) 4,137,658 Pubco Common Shares to be issued to holders of ATAC public shares, assuming no redemptions of ATAC shares at Closing, (c) 2,875,000 Pubco Common Shares to be issued to ATAC Limited Partnership, a Delaware limited partnership (the “Sponsor”), in consideration of the Sponsor’s ATAC common stock, following the Domestication and upon consummation of ATAC’s merger with and into a subsidiary Pubco under the Merger Agreement (“Purchaser Merger”), including 750,000 Pubco Common Shares to be placed into escrow in connection with Pubco’s obligations under the CVR Agreements to holders of CVRs, (d) 125,000 Pubco Common Shares to be issued to EarlyBirdCapital, Inc., representative of the underwriters in ATAC’s initial public offering, upon consummation of the Purchaser Merger, and (e) 4,500,000 Pubco Common Shares issuable to Rally Stockholders upon the achievement by Pubco of certain targets set forth in the Merger Agreement. |
| (2) | Represents warrants of Pubco, each whole warrant entitling the holder to purchase one Pubco Common Share, to be issued in exchange for ATAC warrants pursuant to the Business Combination. |
| (3) | Represents Pubco Common Shares underlying Pubco warrants. |
| (4) | Represents Contingent Value Rights issued to holders of ATAC who do not redeem their ATAC ordinary shares in connection with the Business Combination. |
| (5) | In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on $10.36, the average of the high and low prices of ATAC’s ordinary shares as reported on the NYSE on July 26, 2022. |
| (6) | In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on the sum of (a) the average of the high ($0.05) and low ($0.04) prices for the ATAC warrants on the NYSE on July 26, 2022 and (b) $11.50, the exercise price of the ATAC warrants, resulting in a combined maximum offering price per warrant of $11.545. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Pubco warrants has been allocated to the underlying Pubco Common Shares and those Pubco Common Shares are included in the registration fee. |
| (7) | Pursuant to Rule 457(g) under the Securities Act, no separate registration fee is required for the Contingent Value Rights. |
C:
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 7/29/22 | None on these Dates | ||
| Filed on: | 7/28/22 | |||
| 7/26/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/22 Americas Tech Acq Holdings Inc. S-4/A 8:9.6M Toppan Merrill/FA 11/09/22 Americas Tech Acq Holdings Inc. S-4/A 3:9.2M Toppan Merrill/FA 10/17/22 Americas Tech Acq Holdings Inc. S-4/A 10/14/22 4:9.2M Toppan Merrill/FA 9/13/22 Americas Tech Acq Holdings Inc. S-4/A 7:9.2M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/28/22 Americas Technology Acq Corp. 425 2:63K Americas Technology Acq Corp. Toppan Merrill/FA 6/17/22 Americas Technology Acq Corp. 8-K:1,2,5,9 6/14/22 13:598K Toppan Merrill/FA 6/07/22 Americas Technology Acq Corp. 8-K:1,7,8,9 6/01/22 18:19M EdgarAgents LLC/FA 3/14/22 Americas Technology Acq Corp. 8-K:2,7,9 3/14/22 13:293K Toppan Merrill/FA 12/15/21 Americas Technology Acq Corp. 8-K:2,7,9 12/13/21 13:308K Toppan Merrill/FA 12/18/20 Americas Technology Acq Corp. 8-K:1,3,5,812/14/20 15:1.1M Toppan Merrill/FA 12/10/20 Americas Technology Acq Corp. S-1/A 12/09/20 27:2.8M Toppan Merrill/FA |