8-A12B 1 tm215009d2_8a12b.htm 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 York, New York 

(Address of principal executive offices)

(I.R.S. Employer Identification No.)

 

 

10022
(Zip Code)

   
Securities to be registered pursuant to Section 12(b) of the Act:
 
Title of each class to be so registered Name of each exchange on which each class is to be registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant The Nasdaq Stock Market LLC
   
Class A ordinary shares, $0.0001 par value per share The Nasdaq Stock Market LLC
   
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-252222 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

(Title of class)

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to Be Registered.

 

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share, and redeemable warrants, with each whole warrant exercisable for one Class A ordinary share of Itiquira Acquisition Corp. (the “Company”). The description of the units, Class A ordinary shares and redeemable warrants contained in the section entitled “Description of Securities” in the prospectus included in the Company’s Registration Statement on Form S-1 (File No. 333-252222), originally filed with the Securities and Exchange Commission on January 19, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:

 

Exhibit No.

 

Description

3.1   Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, File No. 333-252222, filed on January 19, 2021).
3.2   Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).
4.1   Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).
4.2   Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).
4.3   Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).
4.4   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).
10.1   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).
10.2   Form of Registration and Shareholder Rights Agreement between the Company and certain securityholders (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A, File No. 333-252222, filed on January 26, 2021).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: February 2, 2021 ITIQUIRA ACQUISITION CORP.
       
  By: /s/ Paulo Carvalho de Gouvea
    Name: Paulo Carvalho de Gouvea
    Title: Chairman and Chief Executive Officer