Exhibit 10.4


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
 “Agreement”) is entered into as of the [ ] day of [ ], 2020, by and among Americas Technology Acquisition
Corp., a Cayman Islands exempted company (the “Company”) and the undersigned parties listed under Investor
on the signature page hereto (each, an “Investors” and collectively, the “Investors”).


 


WHEREAS, the Investors and the Company desire
to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by
them as of the date hereof;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS . The following capitalized
terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities having a collective fair market value
of at least 80% of the balance in the Company’s trust account at the time of the execution of a definitive agreement for
such transaction.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange
Act.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form S-3” is defined
in Section 2.3.


 


“ Extension Loan Warrants”)
means Warrants issued to Investors as a result of the conversion of loans made by the Investors or their designees to the
Company to extend the period of time the Company has to consummate a Business Combination.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying Party”
is defined in Section 4.3.


 


“Initial Shares”
means all of the outstanding Ordinary Shares of the Company issued prior to the consummation of its initial public offering.


 


“Investor” is defined in
the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Shares”
is defined in Section 2.1.4.


 


“Notices” is defined in
Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 






    


     


    

 


“Ordinary Shares” means
the ordinary shares, par value $0.0001 per share, of the Company.


 


“Over-Allotment Warrants”
means the additional number of Private Warrants that Sponsor will be required to purchase in the event that the underwriters in
the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the
Company’s initial public offering.


 


“Private Warrants”
means an aggregate of up to 5,000 000 Warrants, 4,500,000 Warrants of which Sponsor is privately purchasing (and 500,000 of which
EarlyBirdCapital, Inc. is privately purchasing) simultaneously with the consummation of the Company’s initial public
offering and up to 405,000 Warrants that Sponsor has agreed to purchase (and 45,000 Warrants that EarlyBirdCapital, Inc.
has agreed to purchase) if the underwriter exercises its over-allotment option.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Initial Shares, (ii) the Private Warrants (and all underlying securities), (iii) the Over- Allotment
Warrants (and all underlying securities), if any, (iv) the Working Capital Warrants (and all underlying securities), if any,
and (v) the Extension Loan Warrants (and all underlying securities), if any. Registrable Securities include any warrants,
shares or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in
replacement of such Initial Shares, Private Warrants (and all underlying securities), Over-Allotment Warrants (and all underlying
securities), if any, Working Capital Warrants (and all underlying securities) and Extension Loan Warrants (and all underlying
securities), if any. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when:
(a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under
the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely
saleable under Rule 144 without volume limitations.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and
regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or
assets of another entity).


 


“Release Date”
means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Share Escrow Agreement
dated as of [ ], 2020 by and among the Investors and Continental Stock Transfer & Trust Company.


 


“Representative Securities”
is defined in Section 2.1.4.


 


“Rule 144” means Rule 144
promulgated under the Securities Act.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.


 


“Sponsor” means ATAC Limited
Partnership, a Delaware limited partnership.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Units” means the units
of the Company, each comprised of one Ordinary Share and one redeemable warrant to purchase an Ordinary Share.


 






    


     


    

 


“Working Capital Warrants”
means any Warrants held by Investors, officers or directors of the Company or their affiliates which may be issued in payment
of working capital loans made to the Company.


 


2. REGISTRATION RIGHTS .


 


2.1 Demand Registration .


 


2.1.1 Request for Registration .
At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with respect
to the Private Warrants (or any underlying securities), Over-Allotment Warrants (or any underlying securities), Working Capital
Warrants (or any underlying securities), Extension Loan Warrants (or any underlying securities) and Representative Securities
or (ii) three months prior to the Release Date with respect to all other Registrable Securities, the holders of a majority-in-interest
of the Registrable Securities, as the case may be, held by the Investors, officers or directors of the Company or their affiliates,
or the transferees of the Investors, may make a written demand, on no more than two occasions, for registration under the Securities
Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any
demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended
method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand, and each
holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand
Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within ten (10) days after the receipt by the holder of the notice from the Company. Upon any
such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration,
subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more
than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.1.2 Effective Registration . A
registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to
such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement
with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of
Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or
any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not
to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated,
and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that
the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is
counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten Offering . If
a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected
for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 






    


     


    

 


2.1.4 Reduction of Offering . If
the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering, in good faith, advises
the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other Ordinary Shares or other securities which the Company desires
to sell and the Ordinary Shares, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable,
the “Maximum Number of Shares”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares
held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clause (i), the Ordinary Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (i) and (ii), the Ordinary Shares issued to EarlyBirdCapital, Inc. or its designees in connection
with the Company’s initial public offering (the “Representative Securities”) as to which “piggy-back”
registration has been requested by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares
and (iv) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii) and
(iii), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5 Withdrawal . If a majority-in-interest
of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders
withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.


 


2.2 Piggy-Back Registration .


 


2.2.1 Piggy-Back Rights . If at
any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable
for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account
(or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than
a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give
written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than
ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register
the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities
to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 






    


     


    

 


2.2.2 Reduction of Offering .
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the
Company and the holders of Registrable Securities in writing that the dollar amount or number of Ordinary Shares which the
Company desires to sell, taken together with the Ordinary Shares, if any, as to which registration has been demanded pursuant
to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the Ordinary Shares, if any, as to
which registration has been requested pursuant to the written contractual piggy-back registration rights of other
shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such
registration:


 


a) If the registration is undertaken for
the Company’s account: (A) first, the Ordinary Shares or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the Ordinary Shares or other securities, if any, comprised of Registrable Securities
and Representative Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary
Shares or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 


b) If the registration is a “demand”
registration undertaken at the demand of holders of Representative Securities, (A) the Ordinary Shares or other securities
for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) to the extent
that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Ordinary Shares or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other securities
comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof that can
be sold without exceeding the Maximum Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares.


 


c) If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities or Representative Securities,
(A) first, the Ordinary Shares or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the Ordinary Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A) and (B), the Ordinary Shares or other securities comprised of Registrable Securities and Representative Securities, Pro
Rata, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number
of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the Ordinary Shares or other securities for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number
of Shares.


 


2.2.3 Withdrawal . Any holder of
Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to
written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities
in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4. Unlimited Piggy-Back Registration
Rights . For purposes of clarity, any registration effected pursuant to Section 2.2 hereof shall not be counted as a registration
pursuant to a Demand Registration effected under Section 2.1 hereof.


 






    


     


    

 


2.2.5 Registrations on Form S-3
. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect
such request through an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice
of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder
or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such
written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant
to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable
Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.
Registrations effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


3. REGISTRATION PROCEDURES.


 


3.1 Filings; Information
. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing Registration Statement .
The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant
to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts
to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required
by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty
(30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which
such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by Chief Executive
Officer or President of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would
be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided
further, however, that the Company shall not have the right to exercise the right set forth in this provision more than once in
any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2 Copies . The Company shall,
prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders
of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for
any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3 Amendments and Supplements .
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement or such securities have been withdrawn.


 






    


     


    

 


3.1.4 Notification . After the filing
of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment
to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop
order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered); and
(iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement,
such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable
Securities included in such Registration Statement any such supplement or amendment; except that before filing with the Commission
a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel
for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any
Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which
such holders or their legal counsel shall object.


 


3.1.5 State Securities Laws Compliance.
The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any
and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6 Agreements for Disposition .
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required
to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s
material agreements and organizational documents, and with respect to written information relating to such holder that such holder
has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation . The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such
offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8 Records . The Company shall
make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter
participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained
by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of
them in connection with such Registration Statement.


 






    


     


    

 


3.1.9 Opinions and Comfort Letters .
Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement a signed
counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion
is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the
Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings
Statement . The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act,
and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months,
which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing . The Company shall
use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 


3.1.12 Road Show . If the registration involves
the registration of Registrable Securities involving gross proceeds in excess of


 


$5,000,000, the Company shall use its reasonable efforts to
make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in any underwritten offering.


 


3.2 Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or,
in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of
all “insiders” covered by such program to transact in the Company’s securities because of the existence of material
non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives
the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders”
to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder
will deliver to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration Expenses . The
Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any
Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses
of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses
(including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred
in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions
or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts
retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall
have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold
by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an
underwritten offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion
to the respective amount of shares each is selling in such offering.


 






    


     


    

 


3.4 Information . The holders of
Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


3.5 Requirements for Participation in
Underwritten Offe rings and Limitations o n Registra tion Rig hts . No person may participate in any underwritten offering
for equity securities of the Company pursuant to a registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements. Notwithstanding anything
herein to the contrary, (i) EarlyBirdCapital, Inc. may not exercise its rights under Sections 2.1 and 2.2 hereunder
after five (5) and seven (7) years after the effective date of the registration statement relating to the Company’s
initial public offering, respectively, and (ii) EarlyBirdCapital, Inc. may not exercise its rights under Section 2.1
more than one time.


 


4. INDEMNIFICATION AND CONTRIBUTION.


 


4.1 Indemnification by the Company.
The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls
an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses,
judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly
untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged
omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly
reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement,
in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for
use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification
provided above in this Section 4.1.


 






    


     


    

 


4.2 Indemnification by Holders of Registrable
Secur itie s. Each selling holder of Registrable Securities will, in the event that any registration is being effected under
the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person,
if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person
for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling holder.


 


4.3 Conduct of Indemnification Proceedings.
Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity
may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party ”) shall, if
a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
 “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided,
however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from
any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying
Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or
action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with
counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election
to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party
for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying
Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such
separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of
any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified
Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment
or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4 Contribution .


 


4.4.1 If the indemnification provided for
in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability
or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 






    


     


    

 


4.4.2 The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.


 


4.4.3 The amount paid or payable by an
Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified
Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


5. RULE 144 .


 


5.1 Rule 144 . The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.


 


6. MISCELLANEOUS .


 


6.1 Other Registration Rights . The
Company represents and warrants that, except as disclosed in the Company’s registration statement on Form S-1 (File
No. 333-250841), no person, other than the holders of the Registrable Securities, has any right to require the Company to
register any shares of the Company for sale or to include shares of the Company in any registration filed by the Company for the
sale of shares for its own account or for the account of any other person.


 


6.2 Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to
the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee
of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons
that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2. No assignment by any
party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the
assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may
be accomplished by an addendum or certificate of joinder to this Agreement).


 


6.3 Notices . All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be
given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered
by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided,
that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed
given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following
timely delivery of such notice to a reputable air courier service with an order for next-day delivery.


 






    


     


    

 


To the Company:


 


Americas Technology Acquisition Corp.


16400 Dallas Pkwy


#305


Dallas, TX 75248


Attention: Jorge Marcos, Chief Executive Officer


 


with
a copy to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th
Floor


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


 


To an Investor, to the address set forth below such Investor’s
name on Exhibit A hereto.


 


6.4 Severability . This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5 Counterparts . This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument.


 


6.6 Entire Agreement . This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications and Amendments.
No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the
Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities
unless executed in writing by the holders of the majority Registrable Securities. Notwithstanding the foregoing, any and all parties
must obtain the written consent of EarlyBirdCapital, Inc. to amend or modify this Agreement.


 


6.8 Titles and Headings . Titles
and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.9 Waivers and Extensions . Any
party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of
any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other
obligations or acts.


 


6.10 Remedies Cumulative . In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach
of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right,
or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to
any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute
or otherwise.


 






    


     


    

 


6.11 Governing Law . This Agreement
shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof
that would compel the application of the substantive laws of any other jurisdiction.


 


6.12 Waiver of Trial by Jury . Each
party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding
(whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated
hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 









     


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	AMERICAS TECHNOLOGY
	 	 
	 	ACQUISITION CORP.
	 	 
	 	By:
	 	 
	 	 
	 	 	 
	 	Name: Jorge Marcos
	 	Title: Chief Executive Officer
	 	 
	 	INITIAL SHAREHOLDERS:
	 	 
	 	ATAC LIMITED 
	 	 
	 	PARTNERSHIP
	 	 
	 	By: ATAC Holdings LLC, its General Partner
	 	 
	 	 	 
	 	Name: Mathew Mathison
	 	Title: Authorized Signatory
	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 
	 	By:
	 	 
	 	 
	 	 	          
	 	Name:
	 	Title:




 


[Signature Page to Registration Rights Agreement]


 






    


     


    

 


EXHIBIT A


 


Name and Address of Initial Shareholders


 


To the Sponsor and individual initial shareholders:


c/o Americas Technology Acquisition Corp.


16400 Dallas Pkwy


#305


Dallas, TX 75248


Attention: Jorge Marcos, Chief Executive Officer


 


EarlyBirdCapital, Inc.


366 Madison Ave, 8th Floor


New York, NY 10017


Attention: Steven Levine


 






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