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.
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