SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/10/20 Americas Technology Acq Corp. S-1/A 12/09/20 27:2.8M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.01M (General Form) 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 183K 3: EX-1.2 Underwriting Agreement or Conflict Minerals Report HTML 38K 4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 177K 5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 20K 6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 17K 7: EX-4.3 Instrument Defining the Rights of Security Holders HTML 26K 8: EX-4.4 Instrument Defining the Rights of Security Holders HTML 97K 9: EX-5.1 Opinion of Counsel re: Legality HTML 41K 10: EX-5.2 Opinion of Counsel re: Legality HTML 16K 11: EX-10.1 Material Contract HTML 41K 18: EX-10.10 Material Contract HTML 95K 19: EX-10.11 Material Contract HTML 15K 12: EX-10.2 Material Contract HTML 54K 13: EX-10.3 Material Contract HTML 35K 14: EX-10.4 Material Contract HTML 78K 15: EX-10.6 Material Contract HTML 22K 16: EX-10.7 Material Contract HTML 24K 17: EX-10.9 Material Contract HTML 15K 20: EX-14 Code of Ethics HTML 32K 21: EX-99.1 Miscellaneous Exhibit HTML 31K 22: EX-99.2 Miscellaneous Exhibit HTML 27K 23: EX-99.3 Miscellaneous Exhibit HTML 21K 24: EX-99.4 Miscellaneous Exhibit HTML 10K 25: EX-99.5 Miscellaneous Exhibit HTML 10K 26: EX-99.6 Miscellaneous Exhibit HTML 10K 27: EX-99.7 Miscellaneous Exhibit HTML 10K
tm2032862-5_s1a - block - 16.6988834s |
|
Cayman Islands
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) |
| |
N/A
(I.R.S. Employer Identification Number) |
|
| | | |
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | ||||||||||||
Title of each Class of Security being registered
|
| |
Amount to be
Registered |
| |
Proposed
maximum offering price per share |
| |
Proposed
Maximum Aggregate Offering Price(1) |
| |
Amount of
Registration Fee |
|
Units, each consisting of one Ordinary Share, $.0001 par value, and one half of one Redeemable Warrant(2)
|
| |
11,500,000
|
| |
$10.00
|
| |
$115,000,000
|
| |
$12,547
|
|
Ordinary Shares included as part of the Units(2)
|
| |
11,500,000
|
| |
—
|
| |
—
|
| |
—(3)
|
|
Redeemable Warrants included as part of the Units(2)
|
| |
5,750,000
|
| |
$—
|
| |
$—
|
| |
$—(3)
|
|
Shares underlying Warrants included as part of the Units
|
| |
5,750,000
|
| |
$11.50
|
| |
$66,125,000
|
| |
$7,214
|
|
Total
|
| | | | | | | |
$181,125,000
|
| |
$19,761(4)
|
|
| | |
Public Offering
Price |
| |
Underwriting Discount
and Commissions(1) |
| |
Proceeds, Before
Expenses, to us |
| |||||||||
Per unit
|
| | | $ | 10.00 | | | | | $ | 0.20 | | | | | $ | 9.80 | | |
Total
|
| | | $ | 100,000,000 | | | | | $ | 2,000,000 | | | | | $ | 98,000,000 | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 24 | | | |
| | | | 25 | | | |
| | | | 49 | | | |
| | | | 50 | | | |
| | | | 54 | | | |
| | | | 55 | | | |
| | | | 57 | | | |
| | | | 58 | | | |
| | | | 62 | | | |
| | | | 82 | | | |
| | | | 93 | | | |
| | | | 96 | | | |
| | | | 99 | | | |
| | | | 111 | | | |
| | | | 113 | | | |
| | | | 123 | | | |
| | | | 133 | | | |
| | | | 133 | | | |
| | | | 133 | | | |
| | | | F-1 | | |
| | | | | | | | |
As Adjusted
|
| |||
| | | | | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Working capital (deficiency)
|
| | | | (68,180) | | | | | | 102,220,000 | | |
Total assets
|
| | | | 88,180 | | | | | | 102,220,000 | | |
Total liabilities
|
| | | | 68,180 | | | | | | — | | |
Value of ordinary shares subject to possible conversion/tender
|
| | | | — | | | | | | 97,219,994 | | |
Shareholders’ equity
|
| | | | 20,000 | | | | | | 5,000,006 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
From offering
|
| | | $ | 100,000,000 | | | | | $ | 115,000,000 | | |
From private placement
|
| | | | 5,000,000 | | | | | | 5,450,000 | | |
Total gross proceeds
|
| | | $ | 105,000,000 | | | | | $ | 120,450,000 | | |
Offering expenses(1) | | | | | | | | | | | | | |
Underwriting discount
|
| | | $ | 2,000,000(2) | | | | | $ | 2,300,000(2) | | |
Legal fees and expenses
|
| | | | 250,000 | | | | | | 250,000 | | |
NYSE listing fee
|
| | | | 85,000 | | | | | | 85,000 | | |
Printing and engraving expenses
|
| | | | 30,000 | | | | | | 30,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
Director and Officer liability insurance premiums
|
| | | | 300,000 | | | | | | 300,000 | | |
FINRA filing fee
|
| | | | 27,669 | | | | | | 27,669 | | |
SEC registration fee
|
| | | | 19,761 | | | | | | 19,761 | | |
Miscellaneous expenses
|
| | | | 47,570 | | | | | | 47,570 | | |
Total offering expenses
|
| | | $ | 2,800,000 | | | | | $ | 3,100,000 | | |
Net proceeds of the offering and private placement | | | | | | | | | | | | | |
Held in trust
|
| | | $ | 101,000,000 | | | | | $ | 116,150,000 | | |
Not held in trust
|
| | | | 1,200,000 | | | | | | 1,200,000 | | |
Total net proceeds
|
| | | $ | 102,200,000 | | | | | $ | 117,350,000 | | |
| | |
Amount
|
| |
Percentage
|
| ||||||
Legal, accounting and other third party expenses attendant to the search for target
businesses and to the due diligence investigation, structuring and negotiation of a business combination |
| | | | 528,000 | | | | | | 44.0% | | |
Due diligence of prospective target businesses by officers, directors and initial shareholders
|
| | | | 350,000 | | | | | | 29.2% | | |
Legal and accounting fees relating to SEC reporting obligations
|
| | | | 100,000 | | | | | | 8.3% | | |
Payment of administrative fee to one of our director nominees (approximately $3,000 per month for up to 12 months)(6)
|
| | | | 36,000 | | | | | | 3.0% | | |
Payment of advisory fee to an affiliate of our sponsor and our Chief Executive Officer (approximately $7,000 per month for up to 12 months)(7)
|
| | | | 84,000 | | | | | | 7.0% | | |
Working capital to cover miscellaneous expenses, general corporate purposes, liquidation obligations and reserves
|
| | | | 102,000 | | | | | | 8.5% | | |
Total
|
| | | $ | 1,200,000 | | | | | | 100.0% | | |
|
Public offering price
|
| | | | | | | | | $ | 10.00 | | |
|
Net tangible book value before this offering
|
| | | $ | (0.02) | | | | | | | | |
|
Increase attributable to new investors
|
| | | | 1.69 | | | | | | | | |
|
Pro forma net tangible book value after this offering
|
| | | | | | | | | | 1.67 | | |
|
Dilution to new investors
|
| | | | | | | | | $ | 8.33 | | |
|
Percentage of dilution to new investors
|
| | | | | | | | | | 83.3% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Initial shareholders(1)
|
| | | | 2,500,000 | | | | | | 19.8% | | | | | $ | 25,000 | | | | | | 0.02% | | | | | $ | 0.01 | | |
Representative shares
|
| | | | 125,000 | | | | | | 0.99% | | | | | | — | | | | | | 0.0% | | | | | $ | 0.00 | | |
New investors
|
| | | | 10,000,000 | | | | | | 79.2% | | | | | $ | 100,000,000 | | | | | | 99.98% | | | | | $ | 10.00 | | |
| | | | | 12,625,000 | | | | | | 100.0% | | | | | $ | 100,025,000 | | | | | | 100.0% | | | | | | | | |
| Numerator:(1) | | | | | | | |
|
Net tangible book value before this offering
|
| | | | (68,180) | | |
|
Net proceeds from this offering and private placement of private warrants
|
| | | | 102,200,000 | | |
|
Plus: Offering costs accrued for and paid in advance, excluded from tangible book value
|
| | | | 88,180 | | |
|
Less: Proceeds held in trust subject to conversion/tender
|
| | | | (97,219,994) | | |
| | | | | | 5,000,006 | | |
| Denominator: | | | | | | | |
|
Insider shares issued and outstanding prior to this offering(1)
|
| | | | 2,500,000 | | |
|
Ordinary shares to be sold in this offering
|
| | | | 10,000,000 | | |
|
Representative shares(2)
|
| | | | 125,000 | | |
|
Less: Shares subject to conversion/tender
|
| | | | (9,625,742) | | |
| | | | | | 2,999,258 | | |
| | | | ||||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Promissory note – related party(2)
|
| | | $ | 63,180 | | | | | $ | — | | |
Ordinary shares, $0.0001 par value, -0- and 9,625,742 shares are subject to possible conversion/tender(3)
|
| | | | — | | | | | | 97,219,994 | | |
Preference shares, $0.0001 par value, 5,000,000 shares authorized; none issued or
outstanding |
| | | | — | | | | | | — | | |
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 2,875,000 shares issued and outstanding, actual; 2,999,258 shares issued and outstanding(4) (excluding 9,625,742 shares subject to possible conversion/tender), as adjusted
|
| | | | 288 | | | | | | 300 | | |
Additional paid-in capital
|
| | | | 24,712 | | | | | | 5,004,706 | | |
Accumulated deficit
|
| | | | (5,000) | | | | | | (5,000) | | |
Total shareholders’ equity
|
| | | $ | 20,000 | | | | | $ | 5,000,006 | | |
Total capitalization
|
| | | $ | 83,180 | | | | | $ | 102,220,000 | | |
| | | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Escrow of offering proceeds
|
| | $101,000,000 of the net offering proceeds and proceeds from the sale of the private warrants will be deposited into a trust account in the United States, maintained by Continental Stock Transfer & Trust Company, acting as trustee. | | | $88,200,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
| | | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Investment of net proceeds
|
| | The $101,000,000 of the net offering proceeds and proceeds from the sale of the private warrants held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
|
Limitation on fair value or net assets of target business
|
| | The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination. | | | We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds. | |
| | | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Trading of securities issued
|
| | The units may commence trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering. | | | No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
|
Exercise of the warrants
|
| | The warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| | | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Election to remain an investor
|
| | We will either (1) give our shareholders the opportunity to vote on the business combination or (2) provide our public shareholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a general meeting to approve a proposed business combination, we will send each shareholder a proxy statement containing information required by the SEC. Under our amended and restated memorandum and articles of association, we must provide at least 10 days advance notice of any general meeting. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a general meeting or to remain an investor in our company. Alternatively, if we do not hold a general meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company. | | | A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a shareholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued. | |
| | | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
|
Business combination deadline
|
| | Pursuant to our amended and restated memorandum and articles of association, if we do not complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate the business combination) from the consummation of this offering, it will trigger our automatic winding up, liquidation and dissolution. | | | If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors. | |
|
Interest earned on the funds in the trust account
|
| | There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time. | | | All interest earned on the funds in the trust account will be held in trust for the benefit of public shareholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time. | |
|
Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
|
| | Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | | | Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | |
|
Release of funds
|
| | Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering shareholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering shareholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time. | | | The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Lisa Harris | | | | | 59 | | | | Chairman of the Board | |
Jorge Marcos | | | | | 35 | | | | Chief Executive Officer | |
Juan Pablo Visoso | | | | | 43 | | | | Chief Financial Officer | |
Alberto Pontonio | | | | | 53 | | | | Director nominee | |
Maurizio Angelone | | | | | 54 | | | | Director nominee | |
Edward Wilson | | | | | 63 | | | | Director nominee | |
Antonio Garza | | | | | 61 | | | | Director nominee | |
Individual(1)
|
| |
Entity
|
| |
Business
|
| |
Affiliation
|
|
| | Align Capital, LLC | | | Private equity | | | Managing Member | | |
| | | HyperGiant Industries | | | Artificial intelligence & big data | | | Director | |
| | | ClearBlade, Inc | | | Edge computing | | | Director | |
| | |
ARH Family Partnership
|
| | Investment | | | General Partner | |
| | Fifth Partners, LLC | | | Private equity | | | Partner | | |
| | | Arch Energy Partners, LLC | | | Oil and gas investment | | | Principal | |
| | SMPS Legal | | | Law firm | | | Partner | | |
| | | Bocel Private Equity | | | Private equity | | | Advisor | |
Alberto Pontonio
|
| | Galileo Acquisition Corp. | | | Special purpose acquisition company | | | Director | |
| | | Raymond James | | | Brokerage | | | Financial advisor | |
Maurizio Angelone
|
| | HMD Global | | | Mobile devices | | | Vice President for Americas Region | |
Edward Wilson
|
| | Dreamcatcher Media, LLC | | | Television | | | Executive Chairman and Chief Executive Officer | |
| | | CoxReps and Gamut | | | Media | | | Executive Chairman | |
| | | Whisper Advisors | | | Advisory | | | Partner | |
Antonio Garza
|
| | Kansas City Southern | | | Transportation | | | Director | |
| | | MoneyGram | | | Money transfer | | | Director | |
| | |
Prior to Offering(2)
|
| |
After Offering(2)(3)
|
| ||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
ATAC Limited Partnership
|
| | | | 2,875,000 | | | | | | 95.8% | | | | | | 2,500,000 | | | | | | 19.8% | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
Alberto Pontonio
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Maurizio Angelone
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Antonio Garza
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers as a group (6 individuals)(3)(4)(5)
|
| | | | 2,875,000 | | | | | | 95.8% | | | | | | 2,500,000 | | | | | | 19.8% | | |
Underwriter
|
| |
Number of
Units |
| |||
EarlyBirdCapital, Inc. | | | | | | | |
Total
|
| | | | 10,000,000 | | |
| | |
Per Unit
|
| |
Without
Over-allotment |
| |
With
Over-allotment |
| |||||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 100,000,000 | | | | | $ | 115,000,000 | | |
Discount
|
| | | $ | 0.20 | | | | | $ | 2,000,000 | | | | | $ | 2,300,000 | | |
Proceeds before expenses(1)
|
| | | $ | 9.80 | | | | | $ | 98,000,000 | | | | | $ | 112,700,000 | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| ASSETS | | | | | | | |
|
Deferred offering costs
|
| | | $ | 88,180 | | |
|
TOTAL ASSETS
|
| | | $ | 88,180 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
|
Accrued offering costs
|
| | | $ | 5,000 | | |
|
Promissory note – related party
|
| | | | 63,180 | | |
|
Total Current Liabilities
|
| | | | 68,180 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and
outstanding |
| | | | — | | |
|
Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 2,875,000 shares issued and
outstanding(1) |
| | | | 288 | | |
|
Additional paid-in capital
|
| | | | 24,712 | | |
|
Accumulated deficit
|
| | | | (5,000) | | |
|
Total Shareholder’s Equity
|
| | | | 20,000 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 88,180 | | |
|
Formation and operating costs
|
| | | $ | 5,000 | | |
|
Net loss
|
| | | $ | (5,000) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 2,500,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in |
| |
Accumulated
|
| |
Total
Shareholder’s |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Capital
|
| |
Deficit
|
| |
Equity
|
| |||||||||||||||
Balance – September 8, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of ordinary shares to Sponsor(1)
|
| | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,000) | | | | | | (5,000) | | |
Balance – September 30, 2020
|
| | | | 2,875,000 | | | | | $ | 288 | | | | | $ | 24,712 | | | | | $ | (5,000) | | | | | $ | 20,000 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (5,000) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Payment of formation cost paid through promissory note
|
| | | | 5,000 | | |
|
Net cash used in operating activities
|
| | | | — | | |
|
Net Change in Cash
|
| | | | — | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | — | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs
|
| | | $ | 5,000 | | |
|
Deferred offering costs paid through promissory note — related party
|
| | | $ | 58,180 | | |
|
Deferred offering costs paid by Sponsor in exchange for issuance of Ordinary Shares
|
| | | $ | 25,000 | | |
|
SEC Registration Fee
|
| | | $ | 19,761 | | |
|
FINRA filing fee
|
| | | | 27,669 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
NYSE listing fees
|
| | | | 85,000 | | |
|
Printing and engraving expenses
|
| | | | 30,000 | | |
|
Legal fees and expenses
|
| | | | 250,000 | | |
|
Director and Officer liability insurance premiums
|
| | | | 300,000 | | |
|
Miscellaneous
|
| | | | 47,570(1) | | |
|
Total
|
| | | $ | 800,000 | | |
Exhibit
No. |
| |
Description
|
| |||
| | 10.10 | | | | Form of Indemnity Agreement.* | |
| | 10.11 | | | | Form of Advisory Agreement, by and between the Registrant and Fifth Parnters, LLC.* | |
| | 14 | | | | Form of Code of Ethics.* | |
| | 23.1 | | | | Consent of Withum Smith+Brown, PC.** | |
| | 23.2 | | | | Consent of Maples and Calder (included in Exhibit 5.1).* | |
| | 23.3 | | | | Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2).* | |
| | 24 | | | | Power of Attorney (included on signature page of this Registration Statement).* | |
| | 99.1 | | | | Form of Audit Committee Charter.* | |
| | 99.2 | | | | Form of Nominating and Corporate Governance Committee Charter.* | |
| | 99.3 | | | | Form of Compensation Committee Charter.* | |
| | 99.4 | | | | Consent of Alberto Pontonio.* | |
| | 99.5 | | | | Consent of Maurizio Angelone.* | |
| | 99.6 | | | | Consent of Edward Wilson.* | |
| | 99.7 | | | | Consent of Antonio Garza.* | |
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Jorge Marcos
|
| | Chief Executive Officer (Principal Executive Officer) | | | | |
|
|
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | | | |
|
/s/ Lisa Harris
|
| | Chairman | | | |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/22 | ||||
12/31/21 | 10-K | |||
6/30/21 | 10-Q | |||
12/31/20 | 10-K, 10-K/A | |||
Filed as of: | 12/10/20 | |||
Filed on: | 12/9/20 | |||
10/14/20 | ||||
9/30/20 | ||||
9/29/20 | ||||
9/8/20 | ||||
4/5/12 | ||||
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 7/29/22 Americas Tech Acq Holdings Inc. S-4 6:8.9M Toppan Merrill/FA 3/31/22 Americas Technology Acq Corp. 10-K 12/31/21 52:4.4M Toppan Merrill/FA2 1/11/22 Americas Technology Acq Corp. 10-K/A 12/31/20 56:4.8M Toppan Merrill/FA2 7/01/21 Americas Technology Acq Corp. 10-K/A 12/31/20 6:679K Toppan Merrill/FA 3/31/21 Americas Technology Acq Corp. 10-K 12/31/20 6:577K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/20 Americas Technology Acq Corp. S-1 5:1.7M Toppan Merrill/FA |