Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As
of December 31, 2020, Americas Technology Acquisition Corp. (“we,” “our,” “us” or the “Company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one ordinary share (as defined below) and one-half of one redeemable warrant (as defined below),
with each whole warrant entitling the holder thereof to purchase one ordinary share (ii) its ordinary shares, $0.0001 par value per share
(the “ordinary shares”), and (iii) its public warrants, with each whole warrant exercisable for one ordinary share for $11.50
per share (the “warrants”).


 





Pursuant to our amended and
restated certificate of incorporation, our authorized capital stock consists of 500,000,000 ordinary shares, $0.0001 par value, and
5,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital
stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate
of incorporation, our bylaws, and our warrant agreement, each of which is incorporated by reference as an exhibit to our Amended Annual
Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of one
ordinary share and one-half of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase one ordinary
share at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a
whole number of ordinary shares.


 


Ordinary Shares 


 


Our shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. In connection with any vote held to approve
our initial business combination, all of our initial shareholders, as well as all of our officers and directors, have agreed to vote their
respective ordinary shares owned by them immediately prior to our initial public offering and any shares purchased in our initial public
offering or following our initial public offering in the open market in favor of the proposed business combination. There is no cumulative
voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares eligible to vote
for the appointment of directors can elect all of the directors. 


 


If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would
not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete
the business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order
to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


 






     


     


    

 


Redeemable Warrants


 


No warrants are currently outstanding.
Each redeemable warrant entitles the registered holder to purchase one ordinary share at a price of  $11.50 per share, subject
to adjustment as discussed below, at any time commencing 30 days following of the completion of an initial business combination. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of ordinary shares.


 


Except as set forth below,
no warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration
statement covering the ordinary shares issuable upon exercise of the warrants is not effective within 90 days from the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption
from registration is not available, holders will not be able to exercise their warrants on a cashless basis.


 


The warrants will expire five years
from the consummation of our initial business combination at 5:00 p.m., New York City time. 


 


We may call the warrants for
redemption (excluding the private warrants), in whole and not in part, at a price of $.01 per warrant: 


 


		•	at any time while the warrants are exercisable, 



 


		•	upon not less than 30 days’ prior written notice of redemption to each warrant holder, 



 


		•	if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share,
for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders,
and 



 


		•	if, and only if, there is a current registration statement in effect with respect to the ordinary shares
underlying such warrants at the time of redemption and for the entire 30-day trading period commencing once the warrants become exercisable
and referred to above and continuing each day thereafter until the date of redemption. 



 


The right to exercise will
be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date,
a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender
of such warrant. 


 


If we call the warrants for
redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a
 “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the
fair market value. The “fair market value” shall mean the volume weighted average price of the ordinary shares for the 20
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether
we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety
of factors including the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time
and concerns regarding dilutive share issuances. 


 


The warrants have certain anti-dilution
and adjustments rights upon certain events.


 


The warrants are issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding public
warrants in order to make any change that adversely affects the interests of the registered holders. 


 






     


     


    

 


The exercise price and number
of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a capitalization
of shares, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be
adjusted for issuances of ordinary shares at a price below their respective exercise prices. 


 


In addition, if we issue additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per share, the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and the Market Value is below $9.20 per share, then the
exercise price of each warrant will be adjusted such that the effective exercise price per full share will be equal to 115% of the higher
of the Market Value and the price at which we issue the additional ordinary shares or equity-linked securities. This may make it more
difficult for us to consummate an initial business combination with a target business. 


 


The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price,
by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights
or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares. After
the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by shareholders. 


 


Except as described above,
no warrants will be exercisable and we will not be obligated to issue ordinary shares unless at the time a holder seeks to exercise such
warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been
registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under
the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus
relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure
you that we will be able to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable upon exercise
of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If
the prospectus relating to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary shares is
not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to
net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the
warrants may expire worthless. 


 


Warrant holders may elect to
be subject to a restriction on the exercise of their warrants such that an electing warrant holder (and his, her or its affiliates) would
not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its affiliates)
would beneficially own in excess of 9.8% of the ordinary shares issued and outstanding. Notwithstanding the foregoing, any person who
acquires a warrant with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant
in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying
ordinary shares and not be able to take advantage of this provision. 


 


No fractional shares will be
issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in
a share (as a result of a subsequent capitalization of shares payable in ordinary shares, or by a split up of the ordinary shares or other
similar event), we will, upon exercise, round up or down to the nearest whole number the number of ordinary shares to be issued to the
warrant holder.