Item 8.01 Other Events.
Maquia Capital Acquisition Corporation ("Maquia" or the "Company") previously
announced that it will hold a special meeting in lieu of annual meeting of its
stockholders (the "Meeting") on Thursday, November 3, 2022. At the Meeting,
stockholders will be asked to vote on a proposal to approve an extension of the
date by which Maquia must consummate an initial business combination from
November 7, 2022 to May 7, 2023, or such earlier date as determined by the
Company's board of directors (the "Charter Extension").
On November 2, 2022, the Company issued a press release announcing that Maquia
Investments North America, LLC (the "Sponsor") will increase its contribution to
the Company's trust account from $0.0333 to $0.045 for each share of Class A
common stock (as further detailed below), in connection with the stockholder
vote to approve the Charter Extension.
As a result of the above change, if the Charter Extension is approved and
implemented, the Sponsor or its designees will contribute to the Company as a
loan an aggregate of $ 0.045 for each share of Class A commons stock that is not
redeemed, for each calendar month (commencing on November 7, 2022 and on the 7th
day of each subsequent month) until May 7, 2023 (each, an "Extension Period"),
or portion thereof, that is needed to complete an initial business combination
(the "Contribution"). For example, if the Company take until February 7, 2023,
to complete its initial business combination, which would represent three
calendar months, the Sponsor or its designees would make aggregate Contributions
resulting in a redemption amount of approximately $10.485 per unredeemed share,
in comparison to the current redemption amount of $10.35 per share.
Each Contribution will be deposited in the trust account within five (5)
business days from the beginning of such calendar month (or portion thereof).
Accordingly, if the Charter Extension is approved and the Company needs until
May 7, 2023, which is the full amount of time permitted by the Charter
Extension, to complete its initial business combination, the redemption amount
per share at the meeting for such business combination or the Company's
subsequent liquidation will be approximately $10.62 per share, in comparison to
the current redemption amount of $10.35 per share (assuming no public shares are
redeemed).
Any Contribution is conditioned upon the implementation of the Charter
Extension. No Contribution will occur if the Charter Extension is not approved
or is not completed. The amount of each Contribution will not bear interest and
will be repayable by the Company to the Sponsor or its designees upon
consummation of its initial business combination. The Company will have the sole
discretion whether to continue extending for additional calendar months until
May 7, 2023. If the Company opts not to utilize any remaining portion of the
Extension Period, then the Company will liquidate and dissolve promptly in
accordance with its charter, and its Sponsor's obligation to make additional
contributions will terminate.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
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Forward-Looking Statements
This Current Report on Form 8-K (the "Report") includes forward-looking
statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are
subject to risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. These forward-looking statements and
factors that may cause such differences include, without limitation,
uncertainties relating to the Company's stockholder approval of the Charter
Extension, its inability to complete an initial business combination within the
required time period or, and other risks and uncertainties indicated from time
to time in filings with the SEC, including the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2021 under the heading "Risk
Factors" and other documents the Company has filed, or to be filed, with the
SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in the Company's expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies from the securityholders of the Company in favor of the
approval of the Charter Extension. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the
Company's directors and officers in the definitive proxy statement dated October
14, 2022 (the "Extension Proxy Statement"), which, when available, may be
obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Charter
Extension. This communication shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, stockholders and other interested persons to read
the Extension Proxy Statement as well as other documents filed by the Company
with the SEC, because these documents will contain important information about
the Company and the Charter Extension. When available, stockholders may obtain
copies of the Extension Proxy Statement, without charge, at the SEC's website at
www.sec.gov or by directing a request to: Maquia Acquisition Corporation, 50
Biscayne Boulevard, Suite 2406, Miami, FL 33132, e-mail:
guillermo@maquiacapital.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated November 2, 2022
104 Cover Page Interactive Data File
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