Exhibit 4.4


 


WARRANT AGREEMENT


 


This Warrant Agreement (“Warrant
Agreement”) is made as of [ ], 2020, by and between Americas Technology Acquisition Corp., a Cayman Islands exempted
company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the
 “Warrant Agent”).


 


WHEREAS, the Company is engaged in a public
offering (the “Public Offering”) of 11,500,000 units (the “Units”) of the Company (including
up to 1,500,000 additional Units, if the underwriters’ over-allotment option is exercised in full), each Unit consisting
of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one half of one
redeemable warrant (the “Public Warrant” or “Public Warrants”), each redeemable Warrant entitling
the holder thereof to purchase one Ordinary Share (the “Warrant Shares”);


 


WHEREAS, only whole Warrants are exercisable,
and a holder of Public Warrants will not be able to exercise any fraction of a Warrant;


 


WHEREAS, the Company has received a binding
commitment from ATAC Limited Partnership, a Delaware limited partnership or its designees (“Sponsor”), and EarlyBirdCapital, Inc.
(“EBC”) to purchase up to an aggregate of 5,000,000 warrants (or 5,450,000 warrants if the underwriters’
over-allotment option is exercised in full), each to purchase one Ordinary Share at a price of $1.00 per warrant, pursuant to a
Subscription Agreement dated [ ], 2020 (the “Subscription Agreement”), and, in connection therewith, will issue
and deliver such warrants (the “Private Warrants”);


 


WHEREAS, the Company may issue up to an
additional 2,300,000 Warrants (the “Extension Loan Warrants”) in connection with loans made by the Sponsor or
its designees to the Company to extend the period of time the Company has to consummate a Business Combination (defined below)
as described in the Registration Statement which loans may be converted at a price of $1.00 per Warrant.


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended Business Combination, the Sponsor, or certain of the Company’s executive
officers and directors may loan to the Company funds as the Company may require, of which up to $1,000,000 of such loans may be
convertible into up to an additional 1,000,000 warrants, each to purchase one Ordinary Share (the “Working Capital Warrants”
and together with the Private Warrants, the Public Warrants, and the Extension Loan Warrants, the “Warrants”),
at a price of $1.00 per Warrant;


 


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “SEC”) Registration Statement on Form S-1, File No. 333-250841
(the “Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Act”),
of, among other securities, the Public Warrants;


 


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 






    


     


    

 


WHEREAS, the Company desires to provide
for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and to authorize the execution
and delivery of this Warrant Agreement.


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Warrant Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant
shall be: (a) issued in registered form only, (b) in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and (c) signed by, or bear the facsimile signature of, the Chairman of the Board, the Chief
Executive Officer or the Chief Financial Officer of the Company. In the event the person whose facsimile signature has been placed
upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2 Uncertificated Warrants. Notwithstanding
anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented by, a Unit, and
any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The Depository
Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the Board
of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3 Effect of Countersignature. Except
with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant Agent pursuant to this
Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4 Registration.


 


2.4.1 Warrant Register. The Warrant
Agent shall maintain books (the “Warrant Register”) for the registration of the original issuance and transfers
of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant
Agent by the Company.


 


2.4.2 Registered Holder. Prior to
due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in
whose name such Warrant shall be registered upon the Warrant Register (“Registered Holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the
Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






    


     


    

 





 


2.5 Detachability of Warrants. Each
of the Ordinary Shares and the Warrants comprising the Units will begin to trade separately on (i) the first trading day following
the 90th day after the effectiveness of the Registration Statement, or (ii) such earlier date as EarlyBirdCapital, Inc.,
as representative of the underwriters (the “Representative”), shall determine is acceptable (such date, the
 “Detachment Date”); provided that no fractional Warrants will be issued upon separation of the Units and only
whole Warrants will trade. In no event will separate trading of the securities comprising the Units commence until the Company
(i) files a Current Report on Form 8-K with the SEC including audited balance sheet reflecting the Company’s receipt
of the gross proceeds of the Public Offering and (ii) issues a press release announcing when such separate trading will begin.


 


2.6 Private Warrants, Extension Loan
Warrants and Working Capital Warrants. The Private Warrants, the Extension Loan Warrants and the Working Capital Warrants will
be issued in the same form as the Public Warrants except that (i) they will be exercisable either for cash or on a cashless
basis pursuant to Section 3.3 but at the holder’s option and (ii) they will not be redeemable by the Company, in
either case as long as they are held by the initial purchasers or any of their permitted transferees (as prescribed in the Subscription
Agreement). Once such Warrant is transferred to a holder other than a permitted transferee, it shall be treated as a Public Warrant
hereunder for all purposes.


 


2.7 Fractional Warrants. The Company
shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Common Stock and
one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would
be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants to be issued
to such holder.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant
shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant
and of this Warrant Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at $11.50 per whole share,
subject to the adjustments provided in Section 4 hereof. The term “Warrant Price” as used in this Warrant
Agreement refers to the price per share at which the Ordinary Shares may be purchased at the time such Warrant is exercised. A
Registered Holder may only purchase a whole number of Ordinary Shares upon exercise of the Warrants. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20)
Business Days; provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to registered
holders of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.


 






    


     


    

 


3.2 Duration of Warrants. A Warrant
may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) the
completion of the Company’s initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or entities (“Business Combination”) and (ii) 12
months following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur
of (i) the fifth anniversary of the completion of the Company’s initial Business Combination, and (ii) the Redemption
Date as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the
right to receive the Redemption Price (as set forth in Section 6 hereunder) in the case of Public Warrants and any Private
Warrants, Extension Loan Warrants or Working Capital Warrants held by any holder other than Sponsor and its permitted transferees,
each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration
of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide notice of not less than 10 days
to Registered Holders of such extension and that such extension shall be identical in duration among all of the then outstanding
Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Cash Exercise. Subject to the
provisions of the Warrant and this Warrant Agreement, a Warrant, when countersigned by the Company, may be exercised by the Registered
Holder thereof by surrendering it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, currently
being:


 


Continental Stock Transfer & Trust Company


One State Street Plaza, 30th Floor


New York, New York 10004


 


with the subscription form, as set forth in the Warrant, duly
executed, and by paying in full, in lawful money of the United States, by certified check payable to the order of the Warrant Agent
or by wire transfer to the Warrant Agent’s account, the Warrant Price for each Warrant Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant
Shares, and the issuance of the Warrant Shares (such exercise, a “Cash Exercise”). A Cash Exercise in accordance
with this Section 3.3.1 is available to the Registered Holder only during such times that there is an effective registration
statement registering the Warrant Shares, with the prospectus contained therein being available for the resale of the Warrant Shares.


 






    


     


    

 


3.3.2 Cashless Exercise. Notwithstanding
anything contained herein to the contrary, if there is no effective registration statement registering the Warrant Shares on the
90th day after the completion of the Company’s initial Business Combination, and during any other period when
the Company shall fail to have maintained an effective registration statement covering the Ordinary Shares issuable upon exercise
of the Warrants, if the Registered Holder desires to exercise the Warrants, the Registered Holder may exercise the Warrants in
whole or in part in lieu of making a cash payment, by providing notice to the Chief Financial Officer of the Company in a subscription
form of its election to utilize cashless exercise, in which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to the
Holder.


 


Y = the number of Warrant Shares with respect to which
this Warrant is being exercised.


 


A = the fair market value of one Ordinary Share.


 


B = the Warrant Price.


 


For purposes of this Section 3.3.2 and Section 4.1,
the fair market value of one Ordinary Share is defined as follows:


 


(i) if the Company’s Ordinary
Shares are listed and traded on the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market,
the NASDAQ Capital Market or the OTC Bulletin Board (each, a “Trading Market”), the fair market value shall
be deemed the average of the closing price on such Trading Market for the 10 trading day ending on the third trading day immediately
prior to the date the subscription form is submitted to the Company in connection with the exercise of the Warrant; or


 


(ii) if the Company’s Ordinary
Shares are not listed on a Trading Market, but are traded in the over-the-counter market, the fair market value shall be deemed
to be the average of the bid price on such Trading Market for the 10 trading day ending on the third trading day immediately prior
to the date the subscription form is submitted in connection with the exercise of the Warrant; or


 


(iii) if there is no active public
market for the Company’s Ordinary Shares, the fair market value of the Ordinary Shares shall be determined in good faith
by the Company’s Board of Directors.


 


The provisions of this Section 3.3.2 may not be modified,
amended or deleted without the prior consent of the Representative.


 


3.3.3 Fractional Shares. Notwithstanding
any provision to the contrary contained in this Warrant Agreement, the Company shall not be required to issue any fraction of a
Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled under
the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants,
the Company shall, upon exercise, issue or cause to be issued (by rounding up or down to the nearest whole number) such whole number
of Warrant Shares issuable on such exercise (and such fraction of a Warrant Share will be disregarded); provided, that if more
than one Warrant certificate is presented for exercise at the same time by the same Registered Holder, the number of whole Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares
issuable on exercise of all such Warrants. A Registered Holder may only purchase a whole number of Ordinary Shares upon exercise
of the Warrants.


 


3.3.4 Issuance of Certificates. No
later than two (2) business days following the exercise of any Warrant and the clearance of the funds in payment of the Warrant
Price pursuant to Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall make, or cause to be
made, entries in its Register of Members and shall issue, or cause to be issued, to the Registered Holder of such Warrant, a certificate
or certificates representing (or at the option of the Registered Holder, deliver electronically through the facilities of the Depository
Trust Corporation) the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may
be directed by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full, a new countersigned Warrant
for the number of shares as to which such Warrant shall not have been exercised or surrendered. Notwithstanding the foregoing,
the Company shall not deliver, or cause to be delivered, any securities without applicable restrictive legend pursuant to the exercise
of a Warrant unless (a) a registration statement under the Act with respect to the Ordinary Shares issuable upon exercise
of such Warrants is effective and a current prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is
available for delivery to the Registered Holder of the Warrant or (b) in the opinion of counsel to the Company, the exercise
of the Warrants is exempt from the registration requirements of the Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other jurisdictions in which the Registered Holder resides. Warrants
may not be exercised by, or securities issued to, any Registered Holder in any state in which such exercise or issuance would be
unlawful. In addition, in no event will the Company be obligated to pay such Registered Holder any cash consideration upon exercise
or otherwise “net cash settle” the Warrant.


 






    


     


    

 


3.3.5
Valid Issuance. All Ordinary Shares issued upon the proper exercise or surrender of a Warrant in conformity with this Warrant
Agreement and the Amended and Restated Memorandum and Articles of Association of the
Company, following the necessary updates to the Register of Members of the Company, shall be validly issued, fully paid
and non-assessable.


 


3.3.6 Date of Issuance. Each person
or entity in whose name any such certificate for Ordinary Shares is issued shall, for all purposes, be deemed to have become the
holder of record of such shares on the date on which the person or entity’s name is entered on the Register of Members of
the Company, which shall be the date on which the Warrant was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the share transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the share transfer books are open.


 


3.3.7 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.7; however, no holder of a Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes such election. If the
election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with
such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum
Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number
of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made,
but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant
beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the
number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K,
quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental
Stock Transfer & Trust Company setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder
of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


 






    


     


    

 


4. Adjustments.


 


4.1 Share Capitalizations, Splits and
Rights Offerings. If, after the date hereof, and subject to the provisions of Section 4.5 below, the number of issued
and outstanding Ordinary Shares is increased by a share capitalization payable in Ordinary Shares, or by a consolidation of Ordinary
Shares, or other similar event, then, on the effective date of such share capitalization, split or similar event, the number of
Ordinary Shares issuable on exercise of each Warrant shall be increased or decreased in proportion to such increase or decrease
in issued and outstanding Ordinary Shares. A rights offering to all holders of the Ordinary Shares entitling holders to purchase
Ordinary Shares at a price less than the fair market value shall be deemed a share capitalization of a number of Ordinary Shares
equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by
(ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the
fair market value. For purposes of this subsection 4.1, if the rights offering is for securities convertible into or exercisable
for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion.


 


4.2 Aggregation of Shares. If, after
the date hereof, and subject to the provisions of Section 4.6, the number of issued and outstanding Ordinary Shares is decreased
by a consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the effective date of such
consolidation, combination, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in issued and outstanding Ordinary Shares.


 


4.3.1 If the Company, at any time
while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other
assets to the holders of the Ordinary Shares or other shares of the Company's capital stock into which the Warrants are
convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the
Company's Board of Directors, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive
such dividend); provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this
provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when
combined on a per share basis with all other cash dividends and cash distributions paid on the Ordinary Shares during the
365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 per share (taking
into account all of the outstanding shares of the Company at such time (whether or not any shareholders waived their right to
receive such dividend) and as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the
number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash
dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the conversion rights of the holders
of the Ordinary Shares in connection with a proposed initial Business Combination or certain amendments to the Company's
Amended and Restated Certificate of Incorporation (as described in the Registration Statement) or (d) any payment in
connection with the Company's liquidation and the distribution of its assets upon its failure to consummate a Business
Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired,
pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the
Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price
will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of
the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day
period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends
and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for the
purposes of illustration, if following the closing of the Company's initial Business Combination, there were total shares
outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000
shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million
dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 






    


     


    

 


4.3.2 If (i) the Company issues additional
Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20
per Ordinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case
of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates,
as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading
price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates the initial Business Combination (such price, the "Market Value") is below $9.20 per share, the Warrant
Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price
and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the
New Issuance Price.


 


4.4 Adjustments in Exercise Price.
Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price, immediately prior to such
adjustment, by a fraction, (a) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number of Ordinary Shares
so purchasable immediately thereafter.


 






    


     


    

 


4.5 Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change covered by
Sections 4.1 or 4.2 hereof or one that solely affects the par value of such Ordinary Shares), or, in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the issued and outstanding Ordinary
Shares), or, in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety, in connection with which the Company is dissolved, the Registered Holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Registered Holder
would have received if such Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event; and
if any reclassification also results in a change in Ordinary Shares covered by Sections 4.1 or 4.2, then such adjustment shall
be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


4.6 Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
specified in Sections 4.1 – 4.5 the Company shall give written notice to each Registered Holder, at the last address
set forth for such Registered Holder in the Warrant Register, of the record date or the effective date of the event. Failure to
give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.7 Form of Warrant. The form
of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Warrant
Agreement. However, the Company may, at any time, in its sole discretion, make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Notice of Certain Transactions.
In the event that the Company shall (a) offer to holders of all its Ordinary Shares rights to subscribe for or to purchase
any securities convertible into Ordinary Shares or shares of any class or any other securities, rights or options, (b) issue
any rights, options or warrants entitling all the holders of Ordinary Shares to subscribe for Ordinary Shares, or (c) make
a tender offer, redemption offer or exchange offer with respect to the Ordinary Shares, the Company shall send to the Registered
Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear
in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the
date such issuance or event is to take place and the date of participation therein by the holders of Ordinary Shares, if any such
date is to be fixed, and shall briefly indicate the effect of such action on the Ordinary Shares and on the number and kind of
any other shares and on other property, if any, and the number of Ordinary Shares and other property, if any, issuable upon exercise
of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required
as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.


 






    


     


    

  


4.9 Other Events. In case any event
shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly
applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on
the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall
appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which
shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result of any
issuance of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants in a manner
that is consistent with any adjustment recommended in such opinion.


 


5. Transfer and Exchange of Warrants.


 


5.1 Transfer of Warrants. Prior to
the Detachment Date, the Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included,
and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer
of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. From and after
the Detachment Date, this Section 5.1 will have no further force and effect.


 


5.2 Registration of Transfer. The
Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant into the Warrant Register, upon surrender
of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon the Company’s request.


 


5.3 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and, thereupon, the
Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so
surrendered, representing an equal aggregate number of Warrants; provided, however, that, in the event a Warrant surrendered for
transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in exchange therefor
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 






    


     


    

 


5.4 Service Charges. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Warrant Agreement, the
Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which will result in the issuance of a warrant certificate
or book-entry position for a fraction of a warrant, except as part of the Units.


 


6. Redemption.


 


6.1 Redemption. Subject to Section 6.5,
all (and not less than all) of the outstanding Warrants may be redeemed, in whole and not in part, at the option of the Company,
at any time from and after the Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent,
upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”); provided
that the last sales price of the Ordinary Shares has been equal to or greater than $18.00 per share (the “Redemption Trigger
Price”; subject to adjustment for splits, dividends, recapitalizations and other similar events), for any twenty (20)
trading days within a thirty (30) trading day period commencing once the Warrants become exercisable and ending on the third business
day prior to the date on which notice of redemption is given, and provided further that there is a current registration statement
in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-Day trading period and continuing
each day thereafter until the Redemption Date (defined below). For avoidance of doubt, if and when the warrants become redeemable
by the Company under this Section, the Company may exercise its redemption right, even if it is unable to register or qualify the
Warrant Shares for sale under all applicable state securities laws.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days
prior to the date fixed for redemption to the Registered Holders of the Warrants to be redeemed at their last addresses as they
shall appear on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the Registered Holder received such notice.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised in accordance with Section 3 of this Warrant Agreement at any time after notice of redemption
shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date; provided that the Company
may require the Registered Holder who desires to exercise the Warrant, to elect cashless exercise pursuant to Section 3.3.2,
and such Registered Holder must exercise the Warrants on a cashless basis if the Company so requires. On and after the Redemption
Date, the Registered Holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the
Redemption Price.


 






    


     


    

 


6.4 No Other Rights to Cash Payment.
Except for a redemption in accordance with this Section 6, no Registered Holder of any Warrant shall be entitled to any cash
payment whatsoever from the Company in connection with the ownership, exercise or surrender of any Warrant under this Warrant Agreement.


 


6.5 Exclusion of Certain Warrants.
The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Warrants, the Extension
Loan Warrants or the Working Capital Warrants, if at the time of the redemption such Private Warrants, Extension Loan Warrants
or Working Capital Warrants continue to be held by the initial purchaser or its permitted transferees. However, once such Private
Warrants, Extension Loan Warrants or Working Capital Warrants are transferred (other than to permitted transferees), the Company
may redeem the Private Warrants, Extension Loan Warrants or the Working Capital Warrants in the same manner as the Public Warrants.


 


7. Other Provisions Relating to Rights
of Registered Holders of Warrants.


 


7.1 No Rights as Shareholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation,
the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as shareholders in respect of the general meetings of the Company or the appointment of directors of the Company or any other matter.


 


7.2 Lost, Stolen Mutilated or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may, on such terms as to
indemnity or otherwise as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that will be
sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.


 


7.4 Registration of Ordinary Shares.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) business days after the closing of a Business
Combination, it shall use its best efforts to file with the SEC a registration statement for the registration under the Act of
the Ordinary Shares issuable upon exercise of the Warrants, and to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with
the provisions of this Agreement. In addition, the Company agrees to use its best efforts to register the Ordinary Shares issuable
upon exercise of the Warrants under state blue sky laws, to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other
Matters.


 


8.1 Payment of Taxes. The Company
will, from time to time, promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of Ordinary Shares upon the exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.


 







     


     


    

 


8.2 Resignation, Consolidation, or Merger
of Warrant Agent.


 


8.2.1 Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint, in writing, a successor Warrant
Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has
been notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered Holder of the Warrant (who
shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the Registered Holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent.
Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and be authorized under such laws to exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder,
without any further act or deed; but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall
execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and, upon request of any successor Warrant Agent, the Company shall
make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


8.2.2 Notice of Successor Warrant Agent.
In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent
and the transfer agent for the Ordinary Shares not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant
Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Warrant
Agreement without any further act on the part of the Company or the Warrant Agent.


 


8.2.4 Intentionally omitted.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees
to pay the Warrant Agent reasonable remuneration for its services as Warrant Agent hereunder and will reimburse the Warrant Agent
upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further Assurances. The Company
agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged and delivered, all such further
and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Warrant Agreement.


 






     


     


    

 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever, in the performance of its duties under this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable
that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer, Chief Financial Officer or Chairman of the Board of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith
by it pursuant to the provisions of this Warrant Agreement.


 


8.4.2 Indemnity. The Warrant Agent
shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the
Warrant Agent and hold it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as a result of the Warrant Agent’s
gross negligence, willful misconduct or bad faith.


 


8.4.3 Exclusions. The Warrant Agent
shall have no responsibility with respect to the validity of this Warrant Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant
or condition contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it, by any act hereunder, be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Warrant Agreement or any
Warrant or as to whether any Ordinary Shares will when issued be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency. The Warrant
Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms and conditions
herein set forth and, among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Ordinary Shares of the Company
through the exercise of Warrants.


 


8.6 Waiver. The Warrant Agent hereby
waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in or to any
distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants
and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.


 


9.2 Notices. Any notice, statement
or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the Registered Holder of any Warrant
to or on the Company shall be delivered by hand or sent by email, registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Company with the Warrant Agent) as follows:


 






     


     


    

 


Americas
Technology Acquisition Corp. 


16400 Dallas Pkwy


New York, NY 752 


Attn: Jorge Marcos, Chief Executive Officer


 


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


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attn: Stuart Neuhauser, Esq.


 


with
copies to:


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, NY 10174


Attn: David Alan Miller, Esq.


 


And


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, NY 10017


Attn: Steven Levine


 


Any notice, statement or demand authorized by this Warrant Agreement
to be given or made by the Registered Holder of any Warrant or by the Company to or on the Warrant Agent shall be delivered by
hand or sent by registered or certified mail or overnight courier service, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 






     


     


    

 


Any notice, sent pursuant to this Warrant Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party to whom it is addressed, if sent by overnight courier, on the
next business day of the delivery to the courier, and if sent by registered or certified mail on the third day after registration
or certification thereof.


 


9.3 Applicable Law: Exclusive Forum: The validity, interpretation,
and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of New
York, without giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any action, proceeding or
claim against either of them arising out of or relating in any way to this Warrant Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and
the Warrant Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Any such process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2
hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party receiving such service in any
action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to
enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the
Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action,
the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within
the State of New York or the United States District Court for the Southern District of New York (a “Foreign Action”)
in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District
of New York in connection with any action brought in any such court to enforce the forum provisions (an “Enforcement Action”),
and (y) having service of process made upon such warrant holder in any Enforcement Action by service upon such warrant holder’s
counsel in the Foreign Action as agent for such warrant holder.


 


9.4 Persons Having Rights under this
Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof
is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants and, for the purposes of Sections 6.1, 9.2 and 9.8 hereof, the Representative and the underwriters,
any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. The Representative, and each of the underwriters, shall be deemed to be a third party beneficiary of this Warrant
Agreement with respect to Sections 6.1, 9.2 and 9.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative and underwriters
with respect to the Sections 6.1, 9.2 and 9.8 hereof) and their successors and assigns and of the Registered Holders of the Warrants.


 






     


     


    

 


9.5 Examination of the Warrant Agreement.
A copy of this Warrant Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of
Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
such Registered Holder to submit his, her or its Warrant for inspection.


 


9.6 Counterparts; Facsimile Signatures.
This Warrant Agreement may be executed in any number of counterparts, and each of such counterparts shall, for all purposes, be
deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Facsimile signatures
shall constitute original signatures for all purposes of this Warrant Agreement.


 


9.7 Effect of Headings. The section
headings herein are for convenience only and are not part of this Warrant Agreement and shall not affect the interpretation thereof


 


9.8 Amendments. This Warrant Agreement
and any Warrant certificate may be amended by the parties hereto by executing a supplemental warrant agreement (a “Supplemental
Agreement”), without the consent of any of the Warrant Holders, for the purpose of (i) curing any ambiguity, or
curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters
or questions arising under this Warrant Agreement that is not inconsistent with the provisions of this Warrant Agreement or the
Warrant certificates, (ii) evidencing the succession of another corporation to the Company and the assumption by any such
successor of the covenants of the Company contained in this Warrant Agreement and the Warrants, (iii) evidencing and providing
for the acceptance of appointment by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants
of the Company for the benefit of the Registered Holders or surrendering any right or power conferred upon the Company under this
Warrant Agreement, or (viii) amending this Warrant Agreement and the Warrants in any manner that the Company may deem to be
necessary or desirable and that will not adversely affect the interests of the Registered Holders in any material respect. All
other modifications or amendments to this Warrant Agreement, including any amendment to increase the Warrant Price or shorten the
Exercise Period, shall require the written consent of the Registered Holders of a majority of the then outstanding Public Warrants.
All modifications or amendments to the Private Warrants, Extension Loan Warrants or Working Capital Warrants shall require the
written consent of such Warrant Holders. Notwithstanding the foregoing, the Company may extend the duration of the Exercise Period
in accordance with Section 3.2 without such consent.


 


9.9 Severability. This Warrant 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 Warrant 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 Warrant Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[SIGNATURE PAGE FOLLOWS]


 









     


     


    

 


IN WITNESS WHEREOF, this Warrant Agreement
has been duly executed by the parties hereto as of the day and year first above written.


 


	 	AMERICAS TECHNOLOGY ACQUISITION CORP..
	 	 
	 	 
	 	By:	              
	 	 	Name: Jorge Marcos
	 	 	Title: Chief Executive Officer



 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	 
	 	By:	                                  
	 	 	Name:
	 	 	Title:



 


[Signature page to Warrant Agreement]


 









     


     


    

 


EXHIBIT A


 


Form of Warrant


 


	A-1		 


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER	 	[·] WARRANTS
	WA-	 	 


 


(THIS WARRANT WILL BE VOID IF NOT EXERCISED
PRIOR TO 5:00 P.M. 


NEW YORK CITY TIME, FIVE YEARS FROM THE
CLOSING DATE OF THE COMPANY'S INITIAL


BUSINESS COMBINATION)


AMERICAS TECHNOLOGY ACQUISITION CORP.


 


CUSIP
G0404A 110 


WARRANT


 


THIS WARRANT CERTIFIES THAT, for value received, or registered
agents, is the registered holder of a Warrant or Warrants (the “Warrant”), expiring on a date which is five (5) years
from the completion of the Company’s initial business combination, to purchase one fully paid and non-assessable ordinary
share (the “Warrant Shares”), par value US$0.0001 per share (the “Ordinary Shares”), of AMERICAS TECHNOLOGY
ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), for each Warrant evidenced by this Warrant Certificate.
This Warrant Certificate is subject to and shall be interpreted under the terms and conditions of the Warrant Agreement (as defined
below).


 


The Warrant entitles the holder thereof to purchase from the
Company, from time to time, in whole or in part, commencing on the later to occur of (i) the completion of the Company's initial
business combination and (ii) twelve (12) months following the closing of the Company’s initial public offering, such
number of Warrant Shares at the price of US$11.50 per share (the “Warrant Price”), upon surrender of this Warrant Certificate
and payment of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant
Agent”), such payment to be made subject to the conditions set forth herein and in the Warrant Agreement, dated [·],
2020, between the Company and the Warrant Agent (the “Warrant Agreement”). In no event shall the registered holder(s) of
this Warrant be entitled to receive a net-cash settlement in lieu of physical settlement in Warrant Shares of the Company. The
Warrant Agreement provides that, upon the occurrence of certain events, the Warrant Price, the Redemption Trigger Price (defined
below) and the number of Warrant Shares purchasable hereunder, set forth on the face hereof, may be adjusted, subject to certain
conditions. The term Warrant Price as used in this Warrant Certificate refers to the price per Warrant Share at which Warrant Shares
may be purchased at the time the Warrant is exercised. Only whole Ordinary Shares may be issued upon exercise of this Warrant.


 






     


     


    

 


This Warrant will expire on the date first referenced above
if it is not exercised prior to such date by the registered holder pursuant to the terms of the Warrant Agreement or if it is
not redeemed by the Company prior to such date.


 


No fraction of a Share will be issued upon any exercise of a
Warrant. If, upon exercise of a Warrant, a holder would be entitled to receive a fractional interest in an Ordinary Share, the
Company shall, upon exercise, issue or cause to be issued (by rounding up or down to the nearest whole number) such whole number
of Ordinary Shares issuable on such exercise (and such fraction of an Ordinary Share will be disregarded).


 


Upon any exercise of the Warrant for less than the total number
of full Warrant Shares provided for herein, there shall be issued to the registered holder(s) hereof or its assignee(s) a
new Warrant Certificate covering the number of Warrant Shares for which the Warrant has not been exercised.


 


Warrant Certificates, when surrendered at the office or agency
of the Warrant Agent by the registered holder(s) hereof in person or by attorney duly authorized in writing, may be exchanged
in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants.


 


Upon due presentment for registration of transfer of the Warrant
Certificate at the office or agency of the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge except for any applicable tax or other governmental
charge.


 


The Company and the Warrant Agent may deem and treat the registered
holder(s) as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof, of any distribution to the registered holder(s), and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


This Warrant does not entitle the registered holder(s) to
any of the rights of a shareholder of the Company.


 


	A-2	 


 


After the Warrant becomes exercisable and prior to its expiration
date, the Company reserves the right to call the Warrant at any time, with a notice of call in writing to the holder(s) of
record of the Warrant, giving 30 days' notice of such call if the last reported sale price of the Warrant Shares has been equal
to or greater than US$18.00 per share (the “Redemption Trigger Price”) of the Warrant Price for any 20 trading days
within a 30 consecutive trading day period commencing once the Warrant becomes exercisable and ending on the third business day
prior to the date on which notice of such call is given, provided that (i) a registration statement under the Act with respect
to the Ordinary Shares issuable upon exercise must be effective and a current prospectus must be available for use by the registered
holders hereof or (ii) the Warrants may be exercised on cashless basis as set forth in the Warrant Agreement and such cashless
exercise is exempt from registration under the United States Securities Act of 1933, as amended. The call price is US$0.01 per
Warrant Share.


 






     


     


    

 


If the foregoing conditions are satisfied and the Company calls
the Warrant for redemption, each holder will then be entitled to exercise his, her or its Warrant prior to the date scheduled
for redemption; provided that the Company may require the Registered Holder who desires to exercise the Warrant, to elect cashless
exercise as set forth in the Warrant Agreement, and such Registered Holder must exercise the Warrants on a cashless basis if the
Company so requires. Any Warrant either not exercised or tendered back to the Company by the end of the date specified in the
notice of call shall be canceled on the books of the Company and have no further value except for the $0.01 call price.


 


This Warrant shall be governed and construed in accordance with
the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


COUNTERSIGNED: 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY 


WARRANT AGENT


 


	BY:	 	 
	AUTHORIZED OFFICER	 	 
	 	 	 
	DATED:	 	 
	 	 	 
	(Signature)	 	 
	CHIEF EXECUTIVE OFFICER	 	 
	 	 	 
	(Signature)	 	 
	SECRETARY	 	 
	 	 	 


 


[REVERSE OF CERTIFICATE]


 


	A-3	 


 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder(s) in Order to
Exercise Warrants


 


The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive Ordinary Shares in accordance with the terms of this Warrant Certificate and
pursuant to the method selected below. Capitalized terms used herein and not otherwise defined have the respective meanings set
forth in the Warrant Certificate. PLEASE CHECK ONE METHOD OF PAYMENT:


 






     


     


    

 


	 	 	 	a “Cash Exercise” with respect to Warrant Shares; and/or


 


	 	 	 	a “Cashless Exercise” with respect to Warrant Shares because on the date of this exercise, there is no effective registration statement registering the Warrant Shares, or the prospectus contained therein is not available for the resale of the Warrant Shares, in which event the Company shall deliver to the registered holder(s) Ordinary Shares pursuant to Section 3.3.2 of the Warrant Agreement.
	 	 	 
	 	 	 
	 	 	 


 


The undersigned requests that a certificate for such shares
be registered in the name(s) of


 


	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS)
	 
	 
	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	and be delivered to	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS)


 


and, if such number of Warrants shall not be all the Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in the name
of, and delivered to, the registered holder(s) at the address(es) stated below:


 


Dated:


 


	 	 	 
	(SIGNATURE(S))	 	 
	 	 	 
	 	 	 
	(ADDRESS(ES))	 	 



 






     


     


    

 


	(TAX IDENTIFICATION NUMBER(S))	 	 


 


	A-4	 


 


ASSIGNMENT


 


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For Value Received, hereby sell(s), assign(s), and transfer(s) unto


 


	 	 	 
	 	 	 
	(PLEASE TYPE OR PRINT NAME(S) AND ADDRESS(ES))	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))


 


	 	 	 	 	 
	and to be delivered to	 	 	 	 
	 	 	(PLEASE PRINT OR TYPE NAME(S) AND ADDRESS(ES))	 


 


	 	 	 
	 	 	 
	 	 	 
	(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER(S))	 	 


 


of the Warrants represented by this Warrant Certificate, and
hereby irrevocably constitute and appoint Attorney to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.


 






     


     


    

 


	Dated:	 	 
	 	 	 
	 	 	 
	(SIGNATURE(S))	 	 


 


NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


 


Signature(s) Guaranteed:


 


	By	 	 	 


 


THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 


	A-5