Current Report Filing (8-k)
19 11월 2021 - 6:00AM
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2021-11-12
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 12, 2021
Itiquira
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Cayman Islands
|
|
001-39986
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|
N/A
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
430 Park
Avenue, Suite 202
New York, NY
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10022
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(Address of principal executive
offices)
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|
(Zip Code)
|
(646)
350-0341
Registrant’s
telephone number, including area code
Not
Applicable
(Former
name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of
the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class
|
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting
of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant
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ITQRU
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The Nasdaq Stock Market LLC
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Class A ordinary shares
included as part of the units
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ITQ
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The Nasdaq Stock Market LLC
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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ITQRW
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of
the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
Itiquira Acquisition Corp. (the “Company”) historically
classified a portion of its Class A ordinary shares as permanent equity. On November 12, 2021, the management and the Audit Committee
of the Company, after consultation with Marcum LLP, concluded that, in light of certain reclassification errors related to temporary
equity and permanent equity made in the historical financial statements, it is appropriate to amend and restate the Company’s audited
balance sheet as of February 8, 2021 filed in the Company’s Form 8-K filed on February 12, 2021, the Company’s previously
issued unaudited condensed financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and the Company’s
previously issued unaudited condensed financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 that
were included in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and the Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, respectively (collectively, the “Non-Reliance Financial Statements”).
Considering such restatements, the Non-Reliance Financial Statements
should no longer be relied upon. The Company will include a restatement footnote in its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021 to reflect the corrections for the reclassification errors related to temporary equity and permanent equity
with respect to the Non-Reliance Financial Statements. These restatements will have no impact on the Company’s current or previously
reported cash position, operating expenses or total operating, investing or financing cash flows.
The Company’s management and the Audit Committee have discussed
the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent
registered public accounting firm.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,”
“expects,” “intends,” “plans,” “estimates,” “assumes,” “may,”
“should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not
limited to, statements regarding the Company’s cash position and cash held in its trust account. These statements are based on
current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result
of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 18,
2021
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ITIQUIRA ACQUISITION CORP.
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By:
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/s/ Paulo Carvalho de Gouvea
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Name:
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Paulo Carvalho de Gouvea
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Title:
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Chief Executive Officer and Chairman
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Itiquira Acquisition (NASDAQ:ITQ)
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