Current Report Filing (8-k)
10 Januar 2022 - 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): January
8, 2022
AMERICAS TECHNOLOGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-39807 |
|
N / A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
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:
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
|
¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which
registered |
Units,
each consisting of one Ordinary Share, par value $0.0001 per share,
and one-half of one Redeemable Warrant |
|
ATA.U |
|
The
New York Stock Exchange |
Ordinary
Shares, $.0001 par value per share |
|
ATA |
|
The
New York Stock Exchange |
Warrants,
each whole warrant exercisable for one Ordinary Share, each whole
Warrant exercisable for $11.50 per share |
|
ATA
WS |
|
The
New York Stock Exchange |
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.
|
Item
4.02. |
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review. |
On January 8, 2022, the audit committee of the board of directors
of Americas Technology Acquisition Corp. (the “Company”)
concluded, after discussion with the Company’s management, that (i)
the Company’s audited balance sheet as of December 17, 2020 filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed
with the Securities and Exchange Commission (the “SEC”) on
December 23, 2020, (ii) the Company’s audited financial statements
as of December 31, 2020 contained in the Company’s Annual Report on
Form 10-K filed with the SEC on March 31, 2021, (iii) the Company’s
unaudited financial statements as of March 31, 2021 contained in
the Company’s Current Report on Form 10-Q filed with the SEC on
July 8, 2021, (iv) the Company’s unaudited financial statements as
of June 30, 2021 contained in the Company’s Current Report on Form
10-Q filed with the SEC on August 12, 2021 and (v) the Company’s
unaudited financial statements as of September 30, 2021 contained
in the Company’s Current Report on Form 10-Q filed with the SEC on
November 16, 2021 should no longer be relied upon due to the
reclassification of all of the Company’s ordinary shares as
temporary equity.
In light of the above, the Company’s Chief Executive Officer and
Chief Financial Officer carried out an evaluation of the
effectiveness of the design and operation of the Company’s
disclosure controls and procedures. Based upon their evaluation,
the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures
were not effective during the period of time the error described
above persisted, due to a material weakness in internal controls
over financial reporting in analyzing complex financial
instruments. In light of this material weakness, the Company
performed additional analysis as deemed necessary to ensure that
the Company’s unaudited interim financial statements were prepared
in accordance with U.S. generally accepted accounting principles.
The Company will reflect the restatements of the Company’s
financial statements identified above in Note 2 of the financial
statements to be included in the Company’s Annual Report on Form
10-K/A for the year ended December 31, 2020 and the Company’s
Quarterly Report on Form 10-Q/A for the quarterly periods ended
March 31, 2021, June 30, 2021 and September 30, 2021, and
accordingly, management believes that the financial statements to
be included in such reports will present fairly in all material
respects the Company’s financial position, results of operations
and cash flows for the periods presented.
The Company has discussed the matters disclosed in this Current
Report on Form 8-K with its independent registered public
accounting firm, WithumSmith+Brown, PC.
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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By: |
/s/
Jorge Marcos |
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Name:
Jorge Marcos |
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Title:
Chief Executive Officer |
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Dated:
January 10, 2022 |
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