Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
Itiquira Acquisition Corp. (the "Company") historically classified a portion of
its Class A ordinary shares as permanent equity. On November 12, 2021, the
management and the Audit Committee of the Company, after consultation with
Marcum LLP, concluded that, in light of certain reclassification errors related
to temporary equity and permanent equity made in the historical financial
statements, it is appropriate to amend and restate the Company's audited balance
sheet as of February 8, 2021 filed in the Company's Form 8-K filed on February
12, 2021, the Company's previously issued unaudited condensed financial
statements as of March 31, 2021 and for the three months ended March 31, 2021
and the Company's previously issued unaudited condensed financial statements as
of June 30, 2021 and for the three and six months ended June 30, 2021 that were
included in the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021 and the Quarterly Report on Form 10-Q for the quarter ended June
30, 2021, respectively (collectively, the "Non-Reliance Financial Statements").
Considering such restatements, the Non-Reliance Financial Statements should no
longer be relied upon. The Company will include a restatement footnote in its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 to
reflect the corrections for the reclassification errors related to temporary
equity and permanent equity with respect to the Non-Reliance Financial
Statements. These restatements will have no impact on the Company's current or
previously reported cash position, operating expenses or total operating,
investing or financing cash flows.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
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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