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~~April 1225, ~~2021~~2022 (April 19, 2022)

Itiquira Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39986	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		10022
(Address of principal executive offices)		(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)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	ITQRU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ITQ	The Nasdaq Stock Market LLC
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	ITQRW	The Nasdaq Stock Market LLC

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 43.0201. ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy a ~~Related~~Continued ~~Audit~~Listing ~~Report~~Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

On April 19, 2022, Itiquira Acquisition Corp. (the “Company”) ~~historically~~ ~~classified~~received a ~~portion~~letter of(the ~~its~~“Nasdaq ~~Class~~Letter”) Afrom ~~ordinary shares as permanent equity. On November 12, 2021,~~ the ~~management~~Nasdaq ~~and~~Stock ~~the~~Market ~~Audit~~(“Nasdaq”) ~~Committee of~~notifying the Company, ~~after consultation with Marcum LLP, concluded~~ that, ~~in light of certain reclassification errors related to temporary~~it ~~equity~~had ~~and~~violated ~~permanent~~Nasdaq ~~equity~~Listing ~~made~~Rule in5250(c)(1) ~~the~~because ~~historical financial statements, it is appropriate to amend and restate~~ the Company’s ~~audited balance~~had ~~sheet~~not asyet ~~of February 8, 2021~~ filed inits ~~the~~Annual ~~Company’s~~Report on Form 810-K ~~filed~~for ~~on February 12, 2021,~~ the ~~Company’s~~period ~~previously~~ended ~~issued~~December ~~unaudited condensed financial statements as of March~~ 31, 2021 ~~and for~~ (the ~~three~~“2021 ~~months~~Annual ~~ended~~Report”) ~~March~~with ~~31,~~the ~~2021~~Securities and ~~the~~Exchange ~~Company’s previously~~Commission ~~issued~~(the ~~unaudited~~“SEC”). ~~condensed~~As ~~financial~~previously disclosed ~~statements~~on asMarch ~~of June 30~~31, ~~2021~~2022 ~~and~~on ~~for~~Form ~~the three and six months ended June 30~~12b-25, ~~2021 that were included in~~ the ~~Company’s~~2021 ~~Quarterly~~Annual Report oncould ~~Form~~not ~~10-Q~~be ~~for~~filed ~~the~~by ~~quarter~~its ~~ended~~ March 31, ~~2021~~2022 ~~and~~deadline ~~the~~without ~~Quarterly~~unreasonable effort ~~Report~~and onexpense ~~Form 10-Q~~because ~~for~~ the ~~quarter~~Company’s ~~ended~~auditor ~~June~~was ~~30,~~in ~~2021,~~the ~~respectively~~process ~~(collectively,~~of completing the ~~“Non-Reliance~~audit ~~Financial~~of ~~Statements”)~~the financial statements.

~~Considering~~In ~~such~~its ~~restatements~~letter, Nasdaq stated that the ~~Non-Reliance~~Company ~~Financial~~had ~~Statements~~until June 20, 2022 ~~should~~to nosubmit ~~longer~~a beplan ~~relied~~to ~~upon~~regain compliance. ~~The~~If Nasdaq accepted the Company’s ~~will~~plan, ~~include~~it acould ~~restatement~~then ~~footnote~~grant inan ~~its~~exception ~~Quarterly~~of ~~Report~~up onto ~~Form~~180 ~~10-Q~~calendar days ~~for~~from the ~~quarter ended~~Annual ~~September~~Report’s 30due date, ~~2021~~or until October 12, 2022, to ~~reflect~~regain ~~the~~compliance. ~~corrections~~If ~~for~~Nasdaq ~~the~~did ~~reclassification~~not ~~errors~~accept ~~related~~the toCompany’s plan, ~~temporary~~the ~~equity~~Company ~~and~~would ~~permanent~~have ~~equity with~~had ~~respect~~the opportunity to ~~the~~appeal ~~Non-Reliance~~that ~~Financial~~decision ~~Statements.~~to ~~These~~a ~~restatements~~Nasdaq ~~will~~Hearings ~~have~~Panel noand ~~impact~~to onrequest a further stay pending the ~~Company~~appeal. Nasdaq’s ~~current~~letter orhas ~~previously reported~~had ~~cash~~no ~~position,~~immediate ~~operating~~effect ~~expenses~~on the listing or ~~total~~trading ~~operating,~~of ~~investing~~the orCompany’s ~~financing~~common ~~cash~~stock ~~flows~~on the Nasdaq Capital Market.

The Company’s ~~management~~is ~~and~~actively ~~the~~working ~~Audit~~with ~~Committee~~its ~~have~~auditors ~~discussed the~~and ~~matters~~advisors, ~~disclosed~~and inintends ~~this Current Report on Form 8-K pursuant~~ to ~~this~~file ~~Item~~its ~~4.02~~2021 ~~with~~Annual ~~Marcum~~Report ~~LLP,~~as ~~the~~soon ~~Company’s~~as ~~independent registered~~possible ~~public~~to ~~accounting firm~~regain compliance.

~~Cautionary~~On ~~Statements~~April ~~Regarding~~25, ~~Forward-Looking~~2022, ~~Statements~~the Company issued a press release regarding receipt of the Nasdaq Letter. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

~~This~~Item ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U~~9.S01. ~~Private~~Financial ~~Securities Litigation~~Statements 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~~Exhibits. 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~~(d) Exhibits

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.

Exhibit No.	Title
99.1	Press Release, dated April 25, 2022.
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

~~Dated: November 18, 2021~~SIGNATURE

~~ITIQUIRA~~Pursuant to ~~ACQUISITION~~the ~~CORP.~~requirements ~~By:~~of ~~/s/~~the ~~Paulo~~Securities ~~Carvalho~~Exchange deAct ~~Gouvea~~of ~~Name:~~1934, ~~Paulo~~the ~~Carvalho~~registrant dehas ~~Gouvea~~duly ~~Title:~~caused ~~Chief~~this ~~Executive~~report ~~Officer~~to ~~and~~be ~~Chairman~~signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 25, 2022

	ITIQUIRA ACQUISITION CORP.

	By:		/s/ Paulo Carvalho de Gouvea
	Name:		Paulo Carvalho de Gouvea
	Title:		Chief Executive Officer and Chairman

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