Current Report Filing (8-k)
04 June 2021 - 8:05PM
Edgar (US Regulatory)
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): May 28, 2021
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 28, 2021, Itiquira Acquisition Corp. (the “Company”)
received a letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it had violated Nasdaq Listing Rule 5250(c)(1)
because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Quarterly Report”)
with the Securities and Exchange Commission (the “SEC”). As previously disclosed on May 14, 2021 on Form 12b-25, the Quarterly
Report could not be filed by its May 17, 2021 deadline without unreasonable effort and expense due to the preparation and compilation
of certain financial information to be included in the Quarterly Report with respect to the accounting treatment of its public warrants
and private placement warrants (collectively, the “warrants”).
In its letter, Nasdaq stated that the Company had until July 27, 2021
to submit a plan to regain compliance. If Nasdaq accepted the Company’s plan, it could then grant an exception of up to 180 calendar
days from the Quarterly Report’s due date, or until November 22, 2021, to regain compliance. If Nasdaq did not accept the Company’s
plan, the Company would have had the opportunity to appeal that decision to a Nasdaq Hearings Panel and to request a further stay pending
the appeal. Nasdaq’s letter has had no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq
Capital Market.
Concurrently with the filing of this Current
Report on Form 8-K, the Company is filing the Quarterly Report with the SEC.
Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the staff
of the Securities and Exchange Commission (“SEC”) issued a public statement entitled “Staff Statement on Accounting
and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement’),
which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. The immediacy
of the effective date of the new guidance set forth in the Statement has resulted in a significant number of SPACs re-evaluating
the accounting treatment for their warrants with their professional advisors, including auditors and other advisors responsible for assisting
SPACs in the preparation of financial statements. At issuance on February 8, 2021, the outstanding warrants of the Company to purchase
its Class A ordinary shares were accounted for as equity within its balance sheet, and after discussion and evaluation, the
Company has concluded that its warrants should be presented as liabilities as of the IPO date, reported at fair value with subsequent
fair value changes to be recorded in its financial statements at each reporting period.
On June 3, 2021, the audit committee of the board of directors of
the Company concluded, after discussion with the Company’s management, that the Company’s
audited balance sheet as of February 8, 2021 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K
filed with the SEC on February 12, 2021 (the “Form 8-K”) should no longer be relied upon due to changes required to
reclassify the warrants as liabilities to align with the guidance set forth in the Statement. Management discussed this evaluation
and conclusion with its independent registered public accounting firm, Marcum LLP (“Marcum”). The Company has reflected
this reclassification of the warrants in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on June 3, 2021.
The Company does not expect any of the above changes will have any
impact on its cash position or cash held in its trust account.
In addition, the audit report of Marcum included in the Company’s
Form 8-K filed on February 12, 2021 should no longer be relied upon.
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: June 3, 2021
|
|
|
|
|
ITIQUIRA ACQUISITION CORP.
|
|
|
|
|
By:
|
|
/s/ Paulo Carvalho de Gouvea
|
|
Name:
|
|
Paulo Carvalho de Gouvea
|
|
Title:
|
|
Chief Executive Officer and Chairman
|
Itiquira Acquisition (NASDAQ:ITQRU)
Historical Stock Chart
From May 2024 to Jun 2024
Itiquira Acquisition (NASDAQ:ITQRU)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Itiquira Acquisition Corporation (NASDAQ): 0 recent articles
More Itiquira Acquisition Corp. News Articles