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 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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)	(IRS Employer Identification No.)

430 Park Avenue, Suite 202

New York, New York

(Address Of Principal Executive Offices)

10022

(Zip Code)

(646) 350-0341

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐


Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2022, 23,000,000 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Table of Contents

ITIQUIRA ACQUISITION CORP.

Form 10-Q

For the Quarter Ended June 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION		26
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	27

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

ITIQUIRA ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30,		December 31,
	2022		2021
	(Unaudited)
Assets:
Current assets:
Cash	$	73,177	$	619,236
Prepaid expenses - current		300,271		439,612
Total current assets		373,448		1,058,848
Prepaid expenses		—		42,951
Investments held in Trust Account		230,306,032		230,068,808
Total Assets	$	230,679,480	$	231,170,607

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	1,027,585	$	569,190
Accrued expenses		256,548		569,059
Total current liabilities		1,284,133		1,138,249
Deferred underwriting commissions		8,050,000		8,050,000
Derivative warrant liabilities		1,448,000		9,412,000
Total liabilities		10,782,133		18,600,249

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption; 23,000,000 shares at redemption value of approximately $10.01 and $10.00 per share at June 30, 2022 and December 31, 2021, respectively		230,206,000		230,000,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued and outstanding at June 30, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		575		575
Additional paid-in capital		—		—
Accumulated deficit		(10,309,228)		(17,430,217)
Total shareholders' deficit		(10,308,653)		(17,429,642)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	230,679,480	$	231,170,607

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ITIQUIRA ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	202,557	$	189,722	$	814,235	$	383,160
General and administrative expenses - related party		30,000		30,000		60,000		50,000
Loss from operations		(232,557)		(219,722)		(874,235)		(433,160)
Other income (expenses):
Change in fair value of derivative warrant liabilities		3,982,000		1,925,000		7,964,000		2,353,000
Transaction costs allocated to warrant liabilities		—		—		—		(644,619)
Income from investments held in Trust Account		156,711		(868)		237,224		11,037
Net income	$	3,906,154	$	1,704,410	$	7,326,989	$	1,286,258

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		23,000,000		23,000,000		23,000,000		18,171,271
Basic and diluted net income per share, Class A ordinary shares	$	0.14	$	0.06	$	0.25	$	0.05
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		5,750,000		5,750,000		5,750,000		5,592,541
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.14	$	0.06	$	0.25	$	0.05

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ITIQUIRA ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the Three AND SIX Months Ended June 30, 2022


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2022	—	$	—	5,750,000	$	575	$	—	$	(17,430,217)	$	(17,429,642)
Net income	—		—	—		—		—		3,420,835		3,420,835
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(49,000)		(49,000)
Balance - March 31, 2022	—	$	—	5,750,000	$	575	$	—	$	(14,058,382)	$	(14,057,807)
Net income	—		—	—		—		—		3,906,154		3,906,154
Remeasurement of redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(157,000)		(157,000)
Balance - June 30, 2022	—	$	—	5,750,000	$	575	$	—	$	(10,309,228)	$	(10,308,653)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance - January 1, 2021	—	$	—	5,750,000	$	575	$	24,425	$	(29,374)	$	(4,374)
Accretion of Class A ordinary shares subject to redemption	—		—	—		—		(24,425)		(23,409,201)		(23,433,626)
Net loss	—		—	—		—		—		(418,152)		(418,152)
Balance - March 31, 2021	—	$	—	5,750,000	$	575	$	—	$	(23,856,727)	$	(23,856,152)
Net income	—		—	—		—		—		1,704,410		1,704,410
Balance - June 30, 2021	—	$	—	5,750,000	$	575	$	—	$	(22,152,317)	$	(22,151,742)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ITIQUIRA ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	7,326,989	$	1,286,258
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(7,964,000)		(2,353,000)
Transaction costs allocated to warrant liabilities		—		644,619
Income from investments held in Trust Account		(237,224)		(11,037)
Changes in operating assets and liabilities:
Prepaid expenses - current		139,341		—
Prepaid expenses		42,951		(742,412)
Accounts payable		458,395		23,118
Accounts payable - related party		—		1,164
Accrued expenses		(312,511)		45,332
Net cash used in operating activities		(546,059)		(1,105,958)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(230,000,000)
Net cash used in investing activities		—		(230,000,000)

Cash Flows from Financing Activities:
Repayment of note payable to related party		—		(316,289)
Proceeds received from initial public offering, gross		—		230,000,000
Proceeds received from the sale of private placement warrants to Sponsor		—		6,600,000
Offering costs paid		—		(4,530,135)
Net cash provided by financing activities		—		231,753,576

Net change in cash		(546,059)		647,618

Cash - beginning of the period		619,236		131,877
Cash - end of the period	$	73,177		779,495

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	—	$	80,183
Deferred underwriting commissions	$	—	$	8,050,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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ITIQUIRA ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Itiquira Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on February 17, 2020. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from February 17, 2020 (inception) through June 30, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its investments held in the trust account from the proceeds of its Initial Public Offering.

The Company’s sponsor is Itiquira Partners I, a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 3, 2021. On February 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $12.9 million, of which approximately $8.1

SEC Form 10-Q filed by Itiquira Acquisition Corp.