Item 8.01. Other Events.
Additional Cash Contribution
to Trust Account
On May
4, 2023, Maquia Capital Acquisition Corporation (the “Company”) issued a press
release (the “Press Release”) announcing that, if the proposal to be voted
on at the special meeting of the stockholders called by the Company (the “Special Meeting”)
to consider and approve an extension of consider and approve an extension of time for the Company to consummate an initial business combination
(the “Extension Proposal”) from May 7, 2023 to February 7, 2024 (the “Extension”),
is approved and implemented, the Maquia Investments North America, LLC (the “Sponsor”)
or its designees have agreed to contribute to the Company as a loan an aggregate of $ 0.025 for each share of Class A commons stock that
is not redeemed, for each calendar month (commencing on May 7, 2023 and on the 7th day of each subsequent month) until February 7, 2024
(each, an “Extension Period”), or portion thereof, that is needed to complete
an initial business combination (the “Contribution”). For example, if the
Company takes until February 7, 2024, to complete its initial business combination, which would represent nine calendar months, the Sponsor
or its designees would make aggregate Contributions resulting in a redemption amount of approximately $11.135 per unredeemed share, in
comparison to the current redemption amount of $10.91 per share.
Each
Contribution will be deposited in the trust account within five (5) business days from the beginning of each Extension Period (or portion
thereof), and any Contribution is conditioned upon the implementation of the Extension. No Contribution will occur if the 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 February 7, 2024. 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.
Postponement of Special
Meeting of Stockholders
The
Company also announced in the Press Release announced that the Special Meeting originally scheduled for 12:00 p.m. Eastern time on Friday,
May 5, 2023, is being postponed to later that same day to 5:00 p.m. Eastern time on Friday, May 5, 2023. At the Special Meeting, stockholders
will be asked to vote on the Extension Proposal, extending the date by which the Company must consummate an initial business combination
from May 7, 2023 to February 7, 2024, or such earlier date as determined by the Company’s board of directors.
As
a result of this change, the Special Meeting will now be held at 5:00 p.m., Eastern time, on May 5, 2023, via a live webcast at https://www.cstproxy.com/maquiacapital/2023.
Also, as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued
in the Company’s initial public offering to submit their shares for redemption in connection with the Extension to 5:00 p.m. Eastern
time on Friday, May 5, 2023.
The
Company plans to continue to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the
Company’s common stock as of the close of business on April 12, 2023, the record date for the Special Meeting, are entitled to
vote at the Special Meeting.
Reversal of Redemption
Requests
In
light of the changes announced above and in the Press Release, any stockholder who has previously tendered its shares for redemption
and now decides that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for
redemption to the transfer agent and decide prior to the vote at the Special Meeting (now scheduled for 5:00 p.m. Eastern time on May
5, 2023) not to redeem your public shares, you may request that the transfer agent return the shares (physically or electronically).
You may make such request by contacting the transfer agent at:
Continental Stock Transfer &
Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
e-mail: spacredemptions@continentalstock.com
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 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 Securities and Exchange Commission (the “SEC”), including the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Risk Factors” and in other reports
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 Extension Proposal. Investors
and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the Company’s definitive proxy statement filed with the SEC on April 24, 2023 (as may be amended, the “Proxy
Statement”), which 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 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 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 Extension. Stockholders may
obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Advantage
Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen Smith.