Item 1.01. Entry into a Material Definitive Agreement.
On May 22, 2023, Maquia Capital Acquisition Corporation (the "Company") issued a
promissory note (the "Working Capital Note") in the principal amount of $250,000
to Maquia Investments North America, LLC (the "Sponsor") to fund the Company's
ongoing working capital needs. The Working Capital Note bears no interest and is
due and payable upon the earlier to occur of (i) the date on which the Company's
initial business combination is consummated and (ii) the liquidation of the
Company.
As previously disclosed, the Company held a special meeting of stockholders (the
"Meeting"). At the Meeting, the Company's stockholders approved an amendment to
the Company's Amended and Restated Certificate of Incorporation (the "Charter
Amendment") to extend the date by which the Company must consummate its initial
business combination (the "Initial Business Combination") from May 7, 2023 to
February 7, 2024 (or such earlier date as determined by the Board) (the
"Extension Amendment Proposal").
Following the approval of the Extension Amendment Proposal, on May 22, 2023, the
Company issued a promissory note (the "Extension Note") in the aggregate
principal amount of up to $245,411.55 to the Sponsor, pursuant to which the
Sponsor agreed to loan to the Company up to $245,411.55 to deposit into the
Company's trust account (the "Trust Account") for the Company's Class A common
stock, par value $0.0001, held by the Company's public stockholders (the "Public
Shares") that were not redeemed in connection with the Charter Amendment.
On May 15, 2023, the Company deposited $27,267.95 into the Trust Account, with
such amount being treated as the first draw under the Extension Note, and the
Company will continue to deposit $27,267.95 into the Trust Account for each
additional calendar month (promptly following the 7th of each calendar month),
or portion thereof, that is needed by the Company to complete an Initial
Business Combination until February 7, 2024, and such amount will be distributed
either to: (i) all of the holders of Public Shares upon the Company's
liquidation or (ii) holders of Public Shares who elect to have their shares
redeemed in connection with the consummation of the Initial Business
Combination. The Extension Note bears no interest and is repayable in full upon
the date of the consummation of the Initial Business Combination or the
liquidation of the Company.
The issuance of the Working Capital Note and Extension Note were made pursuant
to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the
Working Capital Note and Extension Note, a copy of which is attached as Exhibit
10.1 and Exhibit 10.2 hereto, respectively, and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Title
10.1 Working Capital Note, dated May 22, 2023
10.2 Extension Note, dated May 22, 2023
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