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): ~~December~~February 152, ~~2022~~2023

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 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	Nasdaq Capital Market
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 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On ~~December~~February 152, ~~2022~~2023, Itiquira Acquisition Corp. (the “Company”) ~~held~~issued ~~its~~a ~~2022~~press ~~Annual~~release ~~General~~announcing ~~Meeting~~that ofbecause ~~Shareholders (~~the ~~“Annual~~Company ~~Meeting”).~~will Atnot consummate an initial business combination within the ~~Annual Meeting,~~time aperiod ~~total~~required ofby ~~23,054,239~~its Amended and Restated Memorandum and Articles of Association (the “Amended ~~Company’s~~Memorandum ~~voting~~and ~~Class~~Articles”), Athe ~~and~~Company ~~Class~~intends Bto ~~ordinary~~dissolve ~~shares,~~and orliquidate ~~approximately~~in ~~80.2%~~accordance ofwith the ~~28,750,000 ordinary~~provisions ~~shares~~ of the Amended ~~Company~~Memorandum ~~issued~~and Articles and ~~outstanding~~will asredeem all of ~~November~~the 9,outstanding ~~2022,~~Class A ordinary shares that were included in the ~~record~~units ~~date~~issued in ~~for~~its initial public offering (the ~~Annual~~“Public ~~Meeting~~Shares”), ~~were~~at ~~represented in~~an ~~person~~estimated per-share redemption orprice byof ~~proxy~~approximately $10. 17.

AtAs of the ~~Annual~~close ~~Meeting,~~of ~~the Company’s~~business ~~shareholders~~on ~~considered~~February ~~two~~15, ~~proposals~~2023, ~~each~~the ofPublic ~~which~~Shares iswill ~~described~~be indeemed ~~more~~cancelled ~~detail~~and inwill ~~the~~represent ~~Company’s~~only ~~definitive~~the ~~proxy~~right ~~statement~~to ~~filed with~~receive the ~~Securities~~redemption ~~and Exchange Commission on November 16, 2022~~amount.

~~Set~~In ~~forth~~order ~~below~~to isprovide for the disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the securities held in the trust account. The proceeds of the trust account will be held in a non-interest bearing account ~~brief~~while ~~description~~awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion ~~each~~of ~~matter~~the ~~voted~~proceeds ~~upon~~of atthe trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the ~~Annual~~Company’s transfer ~~Meeting~~agent. Beneficial ~~and~~owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the ~~voting~~redemption ~~results~~amount. ~~with~~The ~~respect~~redemption of the Public Shares is expected to ~~each~~be ~~matter~~completed by February 15, 2023.

~~Proposal~~The ~~No.~~Company’s ~~1: An~~sponsor has ~~ordinary~~agreed ~~resolution~~to ofwaive ~~the~~its ~~holders of~~redemption ~~the~~rights ~~Class~~with Brespect ~~Ordinary Shares~~ to ~~re-appoint~~its ~~the~~outstanding ~~three~~Class B ~~(3)~~ordinary ~~Class~~shares Iissued ~~directors~~prior to the Company’s initial ~~board~~public ofoffering. ~~directors~~There ~~(the~~will ~~“Board”), with~~be ~~such~~no ~~directors~~redemption torights ~~serve~~or ~~two-year~~liquidating ~~terms~~distributions ~~until~~with ~~the 2024~~respect ~~annual~~to ~~general~~the ~~meeting~~Company’s ~~(Class~~warrants, which Bwill ~~Ordinary~~expire ~~Shares Only)~~worthless.

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

The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. The Company anticipates that the Public Shares will cease trading as of the close of business on February 14, 2023.

~~Proposal~~A ~~No.~~copy ~~2: An~~of ~~ordinary resolution to ratify~~ the ~~appointment~~press release ofis ~~Marcum~~attached ~~LLP~~hereto as ~~the~~Exhibit ~~Company’s~~99.1 ~~independent~~and ~~registered~~is ~~public~~incorporated ~~accounting~~herein ~~firm~~by ~~for the 2022 fiscal year~~reference.

Votes For	Votes Against	Abstentions
22,931,835	58,763	63,641

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

	99.1	Press Release dated February 2, 2023
	104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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
Date: February 2, 2023	By:	/s/ Marcus Silberman
		Name: Paulo Carvalho de Gouvea
		Name: Marcus Silberman
		Title: Chairman and Chief Executive Officer
		Title: Chief Financial Officer

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