Current Report Filing (8-k)
November 16 2022 - 4:16PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): November 14, 2022
Maquia Capital Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40380 |
|
85-4283150 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
50 Biscayne Boulevard, Suite 2406
Miami, FL 33132
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (305) 608-1395
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) |
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 share of Class A Common Stock and one-half of one Redeemable Warrant |
|
MAQCU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Class A Common Stock, par value $0.0001 per share |
|
MAQC |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
MAQCW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
| Item 1.01. |
Entry into a Material Definitive Agreement. |
As previously disclosed on a Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 9, 2022, Maquia Capital Acquisition Corporation (the “Company”)
held a special meeting of in lieu of the 2022 annual meeting of stockholders (the “Meeting”)
on November 4, 2022. At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended
and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial business combination
(the “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 “Extension”).
As a result of stockholder approval
of the Extension and the Company’s implementation thereof, on November 14, 2022, the Company issued a promissory note (the
“Note”) in the principal amount of up to $955,748.46 to Maquia Investments North America, LLC (the “Sponsor”),
pursuant to which the Sponsor loaned to the Company up to an aggregate of $955,748.46 (the “Extension Funds”) to deposit
into the Company’s trust account for each share of the Company’s Class A common stock (“Public Share”)
that was not redeemed in connection with the Extension.
The Company will cause the Extension Funds to be deposited into the
Trust Account, which equates to approximately $0.045 per non-redeemed Public Share, for each month past November 7, 2022 until May 7,
2023 that the Company needs to complete an Initial Business Combination. As of November 14, 2022, an aggregate of $159,291.41 had been
deposited into trust to support the first month of the Extension.
The Notes bear no interest and are repayable in full upon the earlier
of (a) the date of the consummation of the Company’s Initial Business Combination, or (b) the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference
to the Note, a copy of which is attached as Exhibit 10.1 hereto and are 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. The following exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Dated: November 16, 2022 |
Maquia Capital Acquisition Corporation |
| |
|
|
| |
By: |
/s/ Jeronimo Peralta |
| |
|
Name: |
Jeronimo Peralta |
| |
|
Title: |
Chief Financial Officer |
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