Exhibit 10.7


 


Americas Technology Acquisition Corp.


16400 Dallas Pkwy #305


Dallas, TX 75248


 


                                  [ ], 2020


 


Ladies and Gentlemen:


 


Americas Technology Acquisition Corp. (the
 “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business
Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”),
in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration
Statement”).


 


The undersigned, EarlyBirdCapital, Inc.
(“EBC”), hereby commits that it will purchase 500,000 warrants of the Company (“Warrants”), each Warrant
entitling its holder to purchase one ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”)
at $1.00 per Warrant, for a purchase price of $500,000 (the “Warrant Purchase Price”).


 


The undersigned hereby agrees that it
will purchase its pro-rata share of an additional amount of warrants of the Company (“Over-Allotment Warrants”),
up to a maximum of 45,000 Over-Allotment Warrants, or a maximum purchase price of $45,000 (the “Over-Allotment Warrant
Purchase Price,” and together with the Warrant Purchase Price, the “Purchase Price”), in the event EBC
exercises its over-allotment option, such that the amount held in the trust account (as described in the Registration
Statement) does not fall below $10.00 per share for each Ordinary Share sold in the IPO.


 


At least twenty-four (24) hours prior to the
effective date of the Registration Statement, the undersigned will cause the Warrant Purchase Price to be delivered to Continental
Stock Transfer and Trust Company (“CST”), escrow agent for the Company, by wire transfer as set forth in the instructions
to be provided to it by the Company hold in a non-interest bearing account until the Company consummates the IPO.


 


The consummation of the purchase and issuance
of the Warrants shall occur simultaneously with the consummation of the IPO and the consummation of the purchase and issuance of
the Over-Allotment Warrants shall occur simultaneously with the closing of any exercise of the over-allotment option related to
the IPO. Simultaneously with the consummation of the IPO, CST shall deposit the Warrant Purchase Price, without interest or deduction,
into the trust fund (“Trust Fund”) established by the Company for the benefit of the Company’s public shareholders
as described in the Registration Statement. If the Company does not complete the IPO within ten (10) days from the date of
this letter, the Purchase Price (without interest or deduction) will be returned to the undersigned.


 


Each of the Company and the undersigned acknowledges
and agrees that CST is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Warrants and
Over-Allotment Warrants, if any, and CST’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Purchase Price for the Warrants and Over-Allotment Warrants, if any, as described above. CST shall not be liable
to the Company, EBC or the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise
in connection with performing its services hereunder unless CST has acted in a manner constituting gross negligence or willful
misconduct. The Company shall indemnify CST against any claim made against it (including reasonable attorney’s fees) by reason
of it acting or failing to act in connection with this letter agreement except as a result of its gross negligence or willful misconduct.
CST may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished
to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties.


 


The undersigned further acknowledges and agrees
that the Private Warrants and the related registration rights will be deemed compensation by the Financial Industry Regulatory
Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e)(1) of the FINRA Manual, be subject
to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject
to FINRA Rule 5110(e)(2). Additionally, the Private Warrants and the related registration rights may not be sold, transferred,
assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement
except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the undersigned
and any such participating underwriter or selected dealer. Additionally, the Private Warrants and the related registration rights
will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition
of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales
in the IPO. Additionally, the undersigned may not exercise demand or piggyback rights with respect to the Private Warrants and
their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration
Statement and may not exercise demand rights on more than one occasion.


 






     


     


    

 


The Warrants and Over-Allotment
Warrants will be identical to the warrants to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


		·	as long as the Private Warrants are held by the undersigned, they will not be exercisable for more than five years after the effective
date of the Registration Statement;



 


		·	the undersigned will not participate in any liquidation distribution with respect to the Warrants, Over-Allotment Warrants
and underlying Ordinary Shares (but will participate in liquidation distributions with respect to any units or Ordinary Shares
purchased by the undersigned in the IPO or in the open market) if the Company fails to consummate a Business Combination;



 


		·	that the Warrants, Over-Allotment Warrants and underlying Ordinary Shares will not be transferable until after the consummation
of a Business Combination except (i) to the Company’s officers, directors or their respective affiliates; (ii) transfers
to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate planning
purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than
the price at which the Warrants or Over-Allotment Warrants were originally purchased or (vii) to the Company for cancellation
in connection with the consummation of a Business Combination, in each case (except for clause vii) where the transferee agrees
to the terms of the transfer restrictions;



 


		·	the Warrants and Over-Allotment Warrants will be subject to customary registration rights, pursuant to a Registration Rights
Agreement on terms agreed upon by the Company and the underwriters in the IPO to be filed as an exhibit to the Registration Statement;
and



 


		·	the Warrants and Over-Allotment Warrants will include any additional terms or restrictions as is customary in other similarly
structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate
the IPO, each of which will be set forth in the Registration Statement.



 


The undersigned acknowledges and agrees
that the purchaser of the Warrants and Over-Allotment Warrants will execute agreements in form and substance typical for transactions
of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably
acceptable to the undersigned, including but not limited to an insider letter.


 


The undersigned hereby represents and warrants that:


 


		(a)	it has been advised that the Warrants and Over-Allotment Warrants have not been registered under the Securities Act;



 


		(b)	it will be acquiring the Warrants and Over-Allotment Warrants for its account for investment purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Warrants and Over-Allotment Warrants in violation of the
securities laws of the United States;



 


		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended;



 


		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all
persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 


		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or
needed to consummate the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 


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left blank]


 






     


     


    

 


This letter agreement constitutes the entire
agreement between the undersigned and the Company with respect to the purchase of the Warrants and Over-Allotment Warrants, and
supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with
respect to the same.


 


	 	Very truly yours,
	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 
	 	By:
	 	 
	 	By:	                                                                  
	 	Name:	 
	 	Title:	 




 


	Accepted and Agreed:	 
	 	 
	GALILEO ACQUISITION CORP.	 
	 	 
	By:	 	 
	 	Name: Jorge Marcos	 
	 	Title: Chief Executive Officer	 




 


[Signature Page to Private Placement
Warrant Purchase Agreement]