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): ~~April~~December 2515, 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
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	ITQRU	Nasdaq Capital Market
Class A ordinary shares included as part of the units	ITQ	~~The~~ Nasdaq ~~Stock~~Capital 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
Redeemable warrants included as part of the units	ITQRW	Nasdaq Capital Market

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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~April~~December 1915, 2022, Itiquira Acquisition Corp. (the “Company”) ~~received~~ aheld ~~letter~~its ~~(the~~2022 ~~“Nasdaq~~Annual ~~Letter”)~~General ~~from~~Meeting ~~the~~of ~~Nasdaq~~Shareholders ~~Stock Market~~ (the “~~Nasdaq~~Annual Meeting”). ~~notifying~~At the ~~Company that it~~Annual ~~had~~Meeting, ~~violated~~a ~~Nasdaq~~total ~~Listing~~of ~~Rule~~23,054,239 ~~5250(c)(1)~~of ~~because~~ the Company’s ~~had~~voting ~~not~~Class ~~yet~~A ~~filed~~and ~~its~~Class ~~Annual~~B ~~Report~~ordinary onshares, ~~Form~~or ~~10-K~~approximately ~~for~~80.2% of the ~~period ended~~28,750,000 ~~December~~ordinary ~~31,~~shares ~~2021~~of (the ~~“2021~~Company ~~Annual~~issued ~~Report”) with the Securities~~ and ~~Exchange~~outstanding ~~Commission~~as ~~(the~~of ~~“SEC”).~~November ~~As previously disclosed on March 31~~9, 2022 ~~on Form 12b-25~~, the ~~2021~~record ~~Annual~~date ~~Report~~for ~~could~~the ~~not~~Annual ~~be filed by its March 31~~Meeting, ~~2022~~were ~~deadline without unreasonable~~represented ~~effort and expense because the Company’s auditor was~~ in ~~the~~person ~~process~~or ofby ~~completing the audit of the financial statements~~proxy.

InAt ~~its letter, Nasdaq stated that~~ the ~~Company~~Annual ~~had until June 20~~Meeting, ~~2022 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~~shareholders ~~from~~considered ~~the~~two ~~Annual Report’s due date~~proposals, oreach ~~until~~of ~~October~~which ~~12,~~is ~~2022,~~described toin ~~regain~~more ~~compliance.~~detail Ifin ~~Nasdaq did not accept~~ the Company’s ~~plan,~~ ~~the~~definitive ~~Company~~proxy ~~would~~statement ~~have~~filed with ~~had~~ the ~~opportunity~~Securities ~~to appeal that decision to a Nasdaq Hearings Panel~~ and toExchange ~~request~~Commission ~~a further stay pending the appeal. Nasdaq’s letter has had no immediate effect~~ on ~~the~~November ~~listing~~16, ~~or trading of the Company’s common stock on the Nasdaq Capital Market~~2022.

~~The~~Set ~~Company~~forth below is ~~actively~~a ~~working~~brief ~~with~~description ~~its~~of each ~~auditors~~matter ~~and~~voted ~~advisors,~~upon ~~and~~at ~~intends~~the toAnnual ~~file~~Meeting ~~its~~and ~~2021~~the ~~Annual~~voting ~~Report~~results aswith ~~soon~~respect ~~as possible~~ to ~~regain compliance~~each matter.

OnProposal ~~April~~No. ~~25,~~1: An ~~2022,~~ordinary ~~the~~resolution ~~Company~~of ~~issued~~the aholders ~~press~~of ~~release~~the ~~regarding~~Class ~~receipt~~B ofOrdinary ~~the~~Shares ~~Nasdaq~~to ~~Letter.~~re-appoint ~~The~~the ~~press~~three ~~release~~(3) isClass ~~attached~~I asdirectors ~~Exhibit~~to ~~99.1~~the toCompany’s ~~this~~board ~~Current~~of ~~Report~~directors on(the ~~Form~~“Board”), 8with such directors to serve two-Kyear terms until the 2024 annual general meeting (Class B Ordinary Shares Only).

Item 9.01. Financial Statements and Exhibits.

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Paulo Carvalho de Gouvea	5,720,000	0	0
Pedro Chomnalez	5,720,000	0	0
Maria Alejandra Herrera	5,720,000	0	0

~~(d) Exhibits~~Proposal No. 2: An ordinary resolution to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.

Exhibit No.	Title
Votes For	Votes Against	Abstentions
99.1	Press Release, dated April 25, 2022.
22,931,835	58,763	63,641
104	Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

~~SIGNATURE~~Item 9.01. Financial Statements and 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~~(d) Exhibits.

~~Dated:~~104 ~~April~~Cover 25Page Interactive Data File, ~~2022~~ formatted in Inline Extensible Business Reporting Language (iXBRL).

~~ITIQUIRA ACQUISITION CORP. By: /s/ Paulo Carvalho de Gouvea Name: Paulo Carvalho de Gouvea Title: Chief Executive Officer and Chairman~~SIGNATURES

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.

	ITIQUIRA ACQUISITION CORP.

Date: December 16, 2022	By:	/s/ Paulo Carvalho de Gouvea
		Name: Paulo Carvalho de Gouvea
		Title: Chairman and Chief Executive Officer

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