ITQ / Itiquira Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39986 ITIQUIRA ACQUISITION CORP. (Exact name of registrant as specified

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Itiquira Acquisition Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G49773107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / Sculptor Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ITIQUIRA ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G49773107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Financial Statements and Exhibits, Other Events

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): February 2, 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 o

Itiquira Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination

Exhibit 99.1 Itiquira Acquisition Corp. Announces it Will Redeem its Public Shares and Will Not Consummate an Initial Business Combination New York, New York, February 2, 2023- Itiquira Acquisition Corp. (Nasdaq: ITQ) (the “Company”) announced today that, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum a

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 15, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ITIQUIRA ACQUISITION CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ITIQUIRA ACQUISITION CORP. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ITIQUIRA ACQUISITION CORP. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-39986 CUSIP Number: G49773107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39986

Description of Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following descriptions of securities of Itiquira Acquisition Corporation (the ?company,? ?Itiquira,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the company?s amended and restated memorandum and articles of association and the company?s warrant agreement with Continental Sto

Itiquira Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Annual Report on Form 10-K

Exhibit 99.1 Itiquira Acquisition Corp. Receives Notification of Deficiency from Nasdaq Related to Delayed Annual Report on Form 10-K NEW YORK, April 25, 2022 /PRNewswire/ - Itiquira Acquisition Corp. (NASDAQ: ITQ, ITQRU, ITQRW) (the "Company") today announced that it received a letter (the ?Nasdaq Letter?) on April 19, 2022 from the Nasdaq Stock Market (?Nasdaq?) notifying the Company that it had

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 25, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 tm223795d3nt10k.htm FORM NT 10-K SEC File Number: 001-39986 CUSIP Number: G49773107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on For

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ITIQUIRA ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G49773107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropri

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / CITADEL ADVISORS LLC - ITIQUIRA ACQUISITION CORP. Passive Investment

SC 13G/A 1 tm223994d18sc13ga.htm ITIQUIRA ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Itiquira Acquisition Corp (Name of Issuer) Class A ordinary shares, $0.0001 par

ITIQUIRA ACQUISITION CORPORATION 0.00000000 / Itiquira Partners I - SC 13G Passive Investment

SC 13G 1 tm225961-1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Itiquira Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G49773107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 12, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-39986 CUSIP Number: G49773107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ITIQUIRA ACQUISITION CORP. (Exact nam

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ITIQUIRA ACQUISITION CORP. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC File Number: 001-39986 CUSIP Number: G49773107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 8, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Itiquira Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G49773123** (CUSIP Number) February 8, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Sc

EX-99.1

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Itiquira Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, o

ITIQUIRA ACQUISITION CORP.

Exhibit 99.1 ITIQUIRA ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Itiquira Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Itiquira Acquisition Corp. (the ?Co

Financial Statements and Exhibits, Other Events

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): February 8, 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 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Itiquira Acquisition Corp. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) Itiquira Acquisition Corp. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G49773123 (CUSIP Number) February 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): February 3, 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 o

Indemnification Agreement, dated February 3, 2021, between the Company and Paulo Carvalho de Gouvea (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Paulo Carvalho de Gouvea (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capaci

Indemnification Agreement, dated February 3, 2021, between the Company and Woods Staton (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Woods Staton (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless

Registration and Shareholder Rights Agreement among the Company, Itiquira Partners I and the other holders party thereto

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 3, 2021, is made and entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), Itiquira Partners I, a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under Holder on

Itiquira Acquisition Corp. Announces Closing of $230 Million Initial Public Offering

Exhibit 99.2 Itiquira Acquisition Corp. Announces Closing of $230 Million Initial Public Offering New York, NY – February 8, 2021 - Itiquira Acquisition Corp. (the "Company") announced today the closing of its initial public offering of 23,000,000 units at a price of $10.00 per unit, including 3,000,000 units issued pursuant to the exercise by the underwriters of their over-allotment option in ful

Warrant Agreement between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 3, 2021, is by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company

Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement

Indemnification Agreement, dated February 3, 2021, between the Company and Gabriela Yu (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Gabriela Yu (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Itiquira Acquisition Corp. (adopted by special resolution dated 3 february 2021 and effective on 3 FEBRUARY 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Iti

Indemnification Agreement, dated February 3, 2021, between the Company and Maria Alejandra Herrera (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maria Alejandra Herrera (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacit

Administrative Services Agreement between the Company and CH Global Capital, LLC

Exhibit 10.5 ITIQUIRA ACQUISITION CORP. 430 Park Avenue, Suite 202 New York, NY 10022 February 3, 2021 Itiquira Partners I 430 Park Avenue, Suite 202 New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CH Global Capital, LLC, a Delawa

Private Placement Warrants Purchase Agreement between the Company and Itiquira Partners I

Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of February 3, 2021, is entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Itiquira Partners I, a Cayman Islands exempted company (the “Purchaser”). WHEREAS, the Company intends to consummate an initia

Indemnification Agreement, dated February 3, 2021, between the Company and Pedro Chomnalez (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Pedro Chomnalez (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unle

Letter Agreement among the Company, Itiquira Partners I and each director and executive officer of the Company

Exhibit 10.4 February 3, 2021 Itiquira Acquisition Corp. 430 Park Avenue, Suite 202 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Compan

Itiquira Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering

Exhibit 99.1 Itiquira Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering New York, New York, February 3, 2021 — Itiquira Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 20,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the Nasdaq Capital Market under the ticker symbol “ITQRU” b

Underwriting Agreement by and among the Company, Citigroup Global Markets Inc. and UBS Securities LLC

Exhibit 1.1 EXECUTION VERSION ITIQUIRA ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York February 3, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: I

Indemnification Agreement, dated February 3, 2021, between the Company and Thor Björgólfsson (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Thor Björgólfsson (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities u

Indemnification Agreement, dated February 3, 2021, between the Company and Marcelo Maisonnave (incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Marcelo Maisonnave (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities

Indemnification Agreement, dated February 3, 2021, between the Company and Claudio Eugênio Stiller Galeazzi (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Claudio Eugênio Stiller Galeazzi (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in oth

Indemnification Agreement, dated February 3, 2021, between the Company and Tainah Salles Mendes (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tainah Salles Mendes (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacitie

Indemnification Agreement, dated February 3, 2021, between the Company and Marcus Leonardo Silberman (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 8, 2021).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 3, 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Marcus Leonardo Silberman (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capac

$200,000,000 Itiquira Acquisition Corp. 20,000,000 Units

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(4)  Registration No. 333-252222 PROSPECTUS $200,000,000 Itiquira Acquisition Corp. 20,000,000 Units Itiquira Acquisition Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar bus

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Itiquira Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) 430 Park Avenue, Suite 202 New Yo

Consent of Woods Staton.*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Itiquira Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Itiquira Ac

Form of Code of Ethics.*

Exhibit 14 ITIQUIRA ACQUISITION CORP. CODE OF ETHICS Effective [], 2021 1. Introduction The Board of Directors (the “Board”) of Itiquira Acquisition Corp., a Cayman Islands exempted company, has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hire

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER U- UNITS CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS ITIQUIRA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A ORDINARY SHARE AND ONE- HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001

Amended and Restated Promissory Note, dated as of December 28, 2020, issued to Itiquira Partners I.*

EX-10.6 15 tm2012470d7ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR

Form of Letter Agreement among the Registrant, Itiquira Partners I and .*

Exhibit 10.1 [ ], 2021 Itiquira Acquisition Corp. 430 Park Avenue, Suite 202 New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), an

Specimen Ordinary Share Certificate.*

EX-4.2 5 tm2012470d7ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS ITIQUIRA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF ITIQUIRA ACQUISITION CORP. (THE “COMPANY”) subject to th

Form of Registration and Shareholder Rights Agreement among the Registrant, Itiquira Partners I and the holders signatory thereto.*

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), Itiquira Partners I, a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under Holder on the sig

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 26, 2021. Registration No. 333-252222 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Itiquira Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or oth

Specimen Warrant Certificate.*

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW ITIQUIRA ACQUISITION Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the register

Form of Private Placement Warrants Purchase Agreement between the Registrant and the holders signatory thereto.*

Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [ ], 2021, is entered into by and among Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Itiquira Partners I, a Cayman Islands exempted company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial publi

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on For

Consent of Thor Björgólfsson.*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Itiquira Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Itiquira Ac

Form of Underwriting Agreement.*

Exhibit 1.1 ITIQUIRA ACQUISITION CORP. 20,000,000 Units UNDERWRITING AGREEMENT New York, New York [Pricing Date] Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As Representatives of the several underwriters listed in Schedule I hereto (the “Underwriters”) Ladies and Gentlemen: Itiquira Acquisition

Form of Administrative Services Agreement between the Registrant and an affiliate of the Registrant. *

Exhibit 10.8 ITIQUIRA ACQUISITION CORP. 430 Park Avenue, Suite 202 New York, NY 10022 [], 2021 CH Global Capital, LLC 430 Park Avenue, Suite 202 New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CH Global Capital, LLC, a Delaware li

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).

EX-4.4 7 tm2012470d7ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Tran

Form of Amended and Restated Memorandum and Articles of Association.*

EX-3.2 3 tm2012470d7ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Itiquira Acquisition Corp. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED ME

Form of Indemnity Agreement.*

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Itiquira Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they are provide

Consent of Claudio Eugênio Stiller Galeazzi.*

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Itiquira Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Itiquira Ac

Memorandum and Articles of Association.*

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Itiquira Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Itiquira Acquisition Corp. 1 The name of the Company is Itiquira Acquisition Corp. 2 The Registered Office of the Company shal

Promissory Note, dated as of February 27, 2020, as amended as of December 21, 2020, issued to Itiquira Partners I.*

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form S-1

S-1 1 tm2012470-4drsa.htm S-1 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 19, 2021. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Itiquira Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (S

Consent of Marcelo Maisonnave.*

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Itiquira Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Itiquira Ac

Securities Subscription Agreement, dated February 27, 2020, between Itiquira Partners I and the Registrant.*

Exhibit 10.7 ITIQUIRA ACQUISITION CORP. c/o 430 Park Avenue, 2nd Floor New York, NY 10022 February 27, 2020 Itiquira Partners I 430 Park Avenue, 2nd Floor New York, NY 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 27, 2020 by and between Itiquira Partners I, a Cayman Islands exempted company (the “Subscriber” or “you”

PROMISSORY NOTE

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION Itiquira Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCI

Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Itiquira Acquisition Corp. THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Itiquira Acquisition Corp. 1 The name of the Company is Itiquira Acquisition Corp. 2 The Registered Office of the Company shal

This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 23, 2020 and is not being filed under the U.S. Securities Act of 1933

TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on December 23, 2020 and is not being filed under the U.S. Securities Act of 1933 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Itiquira Acquisition Corp. (Exact name of regist

ITIQUIRA ACQUISITION CORP. c/o 430 Park Avenue, 2nd Floor New York, NY 10022

Exhibit 10.7 ITIQUIRA ACQUISITION CORP. c/o 430 Park Avenue, 2nd Floor New York, NY 10022 February 27, 2020 Itiquira Partners I 430 Park Avenue, 2nd Floor New York, NY 10022 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on February 27, 2020 by and between Itiquira Partners I, a Cayman Islands exempted company (the “Subscriber” or “you”