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AMERICAS TECHNOLOGY ACQUISITION CORP. - ATA

  • Commons

    $10.09

    +0.00%

    ATA Vol: 7.5K

  • Warrants

    $0.69

    +0.01%

    ATA+ Vol: 0.0

  • Units

    $10.42

    +0.10%

    ATA= Vol: 1.7K

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 146.3M
Average Volume: 14.6K
52W Range: $9.82 - $10.30
Weekly %: +0.00%
Monthly %: +0.20%
Inst Owners: 42

Info

Target: Searching
Days Since IPO: 348
Unit composition:
Each unit consists of one ordinary share and one redeemable warrant
Trust Size: 10000000.0M

Management

Officers and Directors Our board of directors is divided into two classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Angelone, Wilson and Garza, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Ms. Harris and Mr. Pontonio, will expire at the second annual general meeting. In accordance with NYSE corporate governance requirements, we are not required to hold an annual general 85 TABLE OF CONTENTS meeting until one full year after our first fiscal year end following our listing on the NYSE. Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our memorandum and articles of association as it deems appropriate. Our memorandum and articles of association provide that our officers may consist of a Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors. Executive Compensation No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this prospectus through the acquisition of a target business, we will pay Alberto Pontonio, one of our director nominees, an aggregate fee of approximately $3,000 per month for providing us with office space, utilities and secretarial services. Other than the approximately $3,000 per month administrative fee and the repayment of any loans made by our sponsor to us, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged. Director Independence NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Messrs. Pontonio, Angelone, Wilson and Garza are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Messrs. Pontonio, Angelone and Wilson will serve as members of our audit committee, and Mr. Jones will chair the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Pontonio, Angelone and Wilson meet the independent director standard under NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ​ • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ 86 TABLE OF CONTENTS • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • btaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Financial Experts on Audit Committee The audit committee will at all times be composed exclusively of  “independent directors” who are “financially literate” as defined under the NYSE listing standards. The NYSE listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to the NYSE that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Messrs. Pontonio, Angelone and Wilson each qualify as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Messrs. Pontonio, Angelone and Wilson will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Pontonio, Angelone and Wilson are independent and Mr. Angelone will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ​ • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; ​ • reviewing on an annual basis our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ 87 TABLE OF CONTENTS • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ​ • if required, producing a report on executive compensation to be included in our annual proxy statement; and ​ • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee. The members of our nominating and corporate governance will be Messrs. Pontonio, Angelone and Wilson. Mr. Pontonio will serve as chair of the nominating and corporate governance committee. The primary purposes of our nominating and corporate governance committee will be to assist the board in: • identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for election at the annual general meeting or to fill vacancies on the board of directors; ​ • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ​ • coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ​ • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. ​ The nominating and corporate governance committee will be governed by a charter that complies with the rules of the NYSE. Code of Ethics Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.” 88 TABLE OF CONTENTS Conflicts of Interest Potential investors should be aware of the following potential conflicts of interest: • None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. ​ • In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ​ • Our officers and directors may, under certain circumstances, become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we have entered into a definitive agreement regarding our initial business combination. Our officers and directors have the following personal and financial interests that may influence their motivation in identifying and selecting a target business and completing a business combination in a timely manner: ​ • The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. ​ • The private warrants will not be sold or transferred by our sponsor until after we have completed our initial business combination and will be worthless if we do not consummate a business combination. ​ • Our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. ​ • Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Our key personnel will be able to remain with the company after the consummation of a business combination only if they are able to negotiate employment or consulting agreements or other arrangements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. As there is no potential business combination under consideration, we currently do not know whether any of the management team will continue with the combined company following consummation of a business combination. ​ Under Cayman Islands law, officers and directors owe the following fiduciary duties: (i) duty to act in good faith in what the director believes to be in the best interests of the company as a whole; ​ (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ​ (iii) directors should not improperly fetter the exercise of future discretion; ​ (iv) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ​ (v) duty to exercise independent judgment. ​ 89 TABLE OF CONTENTS In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. For a more detailed explanation of fiduciary duties under Cayman Islands law, see the section of this prospectus captioned “Description of Securities — Certain Differences in Corporate Law.” As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities unless such opportunities are expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunities are ones we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursu

Holder Stats

1 0
% of Shares Held by All Insider 19.83%
% of Shares Held by Institutions 59.80%
% of Float Held by Institutions 74.59%
Number of Institutions Holding Shares 42

Mutual Fund Holders

Holder Shares Date Reported Value % Out
RiverNorth Opportunities Fd 18890 2021-07-30 188711 0.13
Investment Managers Ser Tr II-Vivaldi Multi-Strategy Fd 1940 2021-06-29 19400 0.01
The Relative Value Fund 1022 2021-06-29 10220 0.01

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q FORM 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1825254/000110465921139551/ata-20210930x10q.htm
NT 10-Q NT 10-Q 2021-11-16 https://www.sec.gov/Archives/edgar/data/1825254/000110465921139550/tm2126088d2_nt10q.htm
10-Q FORM 10-Q 2021-08-12 https://www.sec.gov/Archives/edgar/data/1825254/000110465921104195/ata-20210630x10q.htm
10-Q FORM 10-Q 2021-07-08 https://www.sec.gov/Archives/edgar/data/1825254/000110465921090315/ata-20210331x10q.htm
10-K/A FORM 10-K/A 2021-07-08 https://www.sec.gov/Archives/edgar/data/1825254/000110465921090311/tm2121764d1_10ka.htm
10-K/A FORM 10-K/A 2021-07-01 https://www.sec.gov/Archives/edgar/data/1825254/000110465921088266/tm2117930d1_10ka.htm
8-K FORM 8-K 2021-06-01 https://www.sec.gov/Archives/edgar/data/1825254/000110465921075067/tm2118153d1_8k.htm
8-K FORM 8-K 2021-05-21 https://www.sec.gov/Archives/edgar/data/1825254/000110465921070489/tm2117285d1_8k.htm
NT 10-Q NT 10-Q 2021-05-17 https://www.sec.gov/Archives/edgar/data/1825254/000110465921068325/tm2113995d2_nt10q.htm
10-K FORM 10-K 2021-03-31 https://www.sec.gov/Archives/edgar/data/1825254/000110465921044881/tm2110992d1_10k.htm
SC 13G SC 13G 2021-02-16 https://www.sec.gov/Archives/edgar/data/1825254/000119312521043697/d92613dsc13g.htm
SC 13G SC 13G 2021-02-12 https://www.sec.gov/Archives/edgar/data/1825254/000110465921021332/tm216439d1_sc13g.htm
8-K FORM 8-K 2021-01-25 https://www.sec.gov/Archives/edgar/data/1825254/000110465921006799/tm213857d1_8k.htm
SC 13G SCHEDULE 13G 2021-01-12 https://www.sec.gov/Archives/edgar/data/1825254/000089914021000047/h13g.htm
3 OWNERSHIP DOCUMENT 2021-01-07 https://www.sec.gov/Archives/edgar/data/1825254/000110465921001941/xslF345X02/tm212037d1_3.xml
8-K FORM 8-K 2020-12-23 https://www.sec.gov/Archives/edgar/data/1825254/000110465920139090/tm2039178d1_8k.htm
8-K FORM 8-K 2020-12-18 https://www.sec.gov/Archives/edgar/data/1825254/000110465920137484/tm2038781d1_8k.htm
424B4 424B4 2020-12-16 https://www.sec.gov/Archives/edgar/data/1825254/000110465920136182/tm2032862-7_424b4.htm
EFFECT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/999999999520003513/xslEFFECTX01/primary_doc.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135433/xslF345X02/tm2038418d8_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135432/xslF345X02/tm2038418d7_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135431/xslF345X02/tm2038418d6_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135430/xslF345X02/tm2038418d5_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135429/xslF345X02/tm2038418d4_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135427/xslF345X02/tm2038418d2_3.xml
3 OWNERSHIP DOCUMENT 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135426/xslF345X02/tm2038418d1_3.xml
CERT NYSE CERTIFICATION 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000087666120001145/ATA121420.pdf
CORRESP 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135145/filename1.htm
CORRESP 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135144/filename1.htm
8-A12B 8-A12B 2020-12-14 https://www.sec.gov/Archives/edgar/data/1825254/000110465920135130/tm2032862d11_8a12b.htm
S-1/A S-1/A 2020-12-10 https://www.sec.gov/Archives/edgar/data/1825254/000110465920133742/tm2032862-5_s1a.htm
CORRESP 2020-11-20 https://www.sec.gov/Archives/edgar/data/1825254/000110465920128030/filename1.htm
S-1 S-1 2020-11-20 https://www.sec.gov/Archives/edgar/data/1825254/000110465920128023/tm2032862-2_s1.htm
UPLOAD 2020-11-13 https://www.sec.gov/Archives/edgar/data/1825254/000000000020010868/filename1.pdf
DRS 2020-10-16 https://www.sec.gov/Archives/edgar/data/1825254/000110465920115611/filename1.htm