Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of [ ], 2020 by
and between Americas Technology Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-250841 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, EarlyBirdCapital, Inc. (“EarlyBirdCapital”)
is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, $96,000,000
of the proceeds of the IPO ($110,700,000 if the over-allotment option is exercised in full), plus the net proceeds of a private
placement taking place simultaneously therewith in the amount of $5,000,000 (or $5,450,000 if the over-allotment option is exercised
in full), will be delivered to the Trustee to be deposited and held in the Trust Account (as defined below) for the benefit of
the Company and the holders of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”),
issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for
the Beneficiaries in accordance with the terms of this Agreement in (the “Trust Account”) established by the Trustee
in the United States, at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) maintained by Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money in money market funds meeting
the conditions of Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended, (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits or other consideration;


 


(d) Collect and receive, when due,
all interest or other income arising from the Property, which shall become part of the “Property,” as such term is
used herein;


 






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(e) Promptly notify the Company and
EarlyBirdCapital of all communications received by it with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company
by the Company’s Chairman and Chief Executive Officer, Chief Financial Officer, or other executive officer in the case of
a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by EarlyBirdCapital,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination
Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been
received by the Trustee prior to such date, the Trustee shall commence liquidation of the Trust Account upon the date which is
the latest of (1) 12 months after the closing of the IPO, (2) such later date upon one or more Extensions effectuated
pursuant to the terms hereof and (3) such later date as may be approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including interest (net of taxes), shall be distributed to the Public Shareholders of record as of such date;


 


(j) Upon receipt of an Amendment Notification
Letter (defined below), distribute to Public Shareholders who exercised their redemption rights in connection with an Amendment
(defined below) an amount equal to the pro rata share of the Property relating to the Ordinary Shares for which such Public Shareholders
have exercised redemption rights in connection with such Amendment; and


 


(i) Upon receipt of an extension letter
(“Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Applicable
Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension
Letter on or prior to the Applicable Deadline, follow the instructions set forth in the Extension Letter.


 






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2. Limited Distributions of Income from
Trust Account.


 


(a) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, the Trustee shall
distribute to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income
or other tax obligation owed by the Company.


 


(b) [intentionally omitted]


 


(c) The limited distributions referred
to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section 2(a) above,
no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


(d) The Company shall provide EarlyBirdCapital
with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after such issuance.


 


3. Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman and Chief Executive Officer, Chief Financial Officer, or other executive
officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j) and 2(a) above, the Trustee shall
be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith
and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to the provisions of Sections
5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any
way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such
action with its own counsel;


 


(c) Pay the Trustee an initial acceptance
fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2(a) as set forth
on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until the Company consummates a Business Combination. The Company
shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date;


 






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(d) In connection with any vote of
the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm
regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s
shareholders regarding such Business Combination;


 


(e) In the event that the Company directs
the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct
the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If the Company seeks to amend any
provisions of its Amended and Restated Memorandum and Articles of Association (in each case, an “Amendment”), provide
the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions
for the distribution of funds to Public Shareholders who exercise their redemption rights in connection with such Amendment.


 


4. Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a) Take any action with respect to
the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to any third party except
for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b) Institute any proceeding for the
collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment of any Property,
other than in compliance with Section 1(c);


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any
person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to
anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed
by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not
be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties
or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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(g) Verify the correctness of the information
set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken
by it is as contemplated by the Registration Statement;


 


(h) File local, state and/or federal
tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(i) Pay any taxes on behalf of the
Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if
any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof);


 


(j) Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly
set forth herein;


 


(k) Verify calculations, qualify or
otherwise approve Company requests for distributions pursuant to Section 1(i) or 2(a) above; and


 


(l) Provide any assurance that a Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement.


 


5. Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b) or
Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust
Account and not against the Property or any monies in the Trust Account.


 


6. Termination. This Agreement shall
terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 






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(b) At such time that the Trustee has
completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof, and distributed
the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 3(b).


 


7. Miscellaneous.


 


(a) The Company and the Trustee each
acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the wire.


 


(b) This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), and 1(j) (which
may not be amended under any circumstances), this Agreement or any provision hereof may only be changed, amended or modified by
a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of EarlyBirdCapital. As to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any
proposed amendment.


 


(d) The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving
any disputes hereunder.


 


(e) Any notice, consent or request to be given in connection
with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:


 






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if to the Trustee, to:


 


Continental Stock Transfer& Trust Company, LLC 


1 State Street, 30th Floor


 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez 


Email: fwolf@continentalstock.com 


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Americas Technology Acquisition Corp. 


16400 Dallas Pkwy #305, 


Dallas, TX 75248 


Attention: Jorge Marcos, Chief Executive Officer


 


in either case with a copy (which copy shall not constitute
notice) to:


 


EarlyBirdCapital, Inc. 


366 Madison Avenue 


New York, NY 10017 


Attn: Steven Levine 


Facsimile: (212) 661-4936


 


and


 


Ellenoff Grossman& Schole LLP 


1345 Avenue of the Americas, 11th Floor 


New York, New York 10105 


Attn: Stuart Neuhauser, Esq. 


Fax No.: (212) 370-7889


 


and


 


Graubard Miller 


The Chrysler Building 


405 Lexington Avenue 


New York, NY 10174 


Attn: David Alan Miller, Esq. 


Fax: (212) 818-8881


 


(f) This Agreement may not be assigned
by the Trustee without the prior consent of the Company.


 


(g) Each of the Trustee and the Company
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.


 


(h) Each of the Company and the Trustee
hereby acknowledge that EarlyBirdCapital is a third party beneficiary of this Agreement.


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Trustee
	 	 	 
	 	By:  	
	 	 	 
	 	 	Name: Francis Wolf 
	 	 	 
	 	 	Title: Vice President
	 	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name: Jorge Marcos
	 	 	Title: Chief Executive Officer


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 


 


Sch A-1


 






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EXHIBIT A


 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [_____________] - Termination
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Americas Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [ ], 2020 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [__________________] (“Target Business”) to consummate a business combination with
Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 72
hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced account at JPMorgan
Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available
for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that
while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for the Company shall
deliver to you written notification that the Business Combination has been consummated, and (ii) the Company shall deliver
to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s shareholders in connection
with the Business Combination if a vote is held and (b) joint written instructions from the Company and EarlyBirdCapital, Inc.
with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the
Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.


 






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In the event that the Business Combination is not consummated
on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date
as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	
         

         

	 	By:	
	 	 	
        Jorge Marcos

        Chief Executive Officer



 


Acknowledged and Agreed:


 


EarlyBirdCapital, Inc.


 


	By:		 
	 	Name:	 
	 	Title:	 


 






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EXHIBIT B


 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [______________] - Termination
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Americas Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [ ], 2020 (“Trust Agreement”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Company within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all the Trust Account investments on [______________] and to transfer the total proceeds to the Trust
Checking Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [____________,
20__] as the date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the
Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute
said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	
         

         

	 	By::	
	 	 	
        Jorge Marcos

        Chief Executive Officer



 


cc: EarlyBirdCapital, Inc.


 






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EXHIBIT C


 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis E. Wolf, Jr. and Celeste Gonzalez


 


Re: Trust Account No. [___________] – Tax Withdrawal
Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 2(a) of the Investment Management
Trust Agreement between Americas Technology Acquisition Corp. (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [ ], 2020, (“Trust Agreement”), the Company hereby requests that
you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay
for its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	AMERICAS TECHNOLOGY ACQUISITION CORP.
	 	 
	 	By:	
	 	 	
        Jorge Marcos

        Chief Executive Officer



 


cc: EarlyBirdCapital, Inc.


 






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EXHIBIT D


 


[Letterhead of Company] 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis E. Wolf, Jr. and Celeste Gonzalez


 


Re: Trust Account No. [___________]


 


Ladies and Gentlemen:


 


Pursuant to Section 3(f) of the Investment Management
Trust Agreement (the “Agreement”) between Americas Technology Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2020 (“Trust Agreement”), this letter
is to advise you that the Company has sought an Amendment (as defined in the Agreement). Accordingly, in accordance with the terms
of the Agreement, we hereby authorize you to liquidate a sufficient portion of the trust account and to transfer $______ of the
proceeds via wire transfer to the trust operating account at JPMorgan Chase Bank, N.A. for distribution to the shareholders that
have requested redemption of their shares in connection with such Amendment. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	
        AMERICAS TECHNOLOGY ACQUISITION CORP.

         

	 	 
	 	By:	
	 	 	
        Jorge Marcos

        Chief Executive Officer



 


cc: EarlyBirdCapital, Inc.


 






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EXHIBIT E


 


[Letterhead
of Company]


 


[Insert date]


 


Continental Stock
Transfer & Trust Company





1 State Street,
30th Floor 


New York, New
York 10004





Attn: Francis
Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [     ] Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Americas Technology Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of [ ], 2020 (“Trust Agreement”), this is
to advise you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months,
from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $1,000,000 [(or $1,150,000 if the underwriters’
over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


This
is the [first/second] of up to two Extension Letters.


 


	 	Very truly yours,
	 	 
	 	Americas Technology Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: EarlyBirdCapital, Inc.


  






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