UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
Overview Regarding Special Meeting of Stockholders to be Held on May 5, 2023
As previously announced, Maquia Capital Acquisition Corporation (the “Company”) has called and provided a notice of a special meeting (the “Special Meeting”) to be held on May 5, 2023, at 12:00 p.m. Eastern time, as a virtual meeting, to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2023 (as may be amended, the “Proxy Statement”), including, without limitation, a proposal to extend 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 (the “Extension”).
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.
Estimated Per-Share Trust Account Balance of $10.91
The Company disclosed in the Proxy Statement that it anticipates the per-share balance in Trust Account (as defined in the Proxy Statement) as being approximately $10.61 at the time of the Meeting (as defined in the Proxy Statement). That amount was based on the balance of the Trust Account as of December 31, 2022, which would not have included additional contributions made by Maquia Investments North America, LLC (the “Sponsor”) to the Trust Account in connection with prior extensions of the termination date nor additional accrued interests, and consequently, when taking into account those additional amounts, the Company anticipates that the per-share price at which Public Shares (as defined in the Proxy Statement) will be redeemed from cash held in the Trust Account will be approximately $10.91 at the time of the Meeting.
Additional Sponsor Assurances
Additionally, the Sponsor intends to support Maquia in the wake of a new potential excise tax that may be levied on stockholder redemptions beginning in 2023.
As previously disclosed in the Proxy Statement, the Inflation Reduction Act of 2022 (the “IR Act”) provides for, among other things, a new U.S. federal 1% excise tax (the “Excise Tax”) on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.
Any redemption or other repurchase that occurs in connection with an initial business combination, extension or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with an initial business combination, an extension or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
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For the avoidance of doubt, the proceeds placed in the Company’s Trust Account and the interest earned thereon shall not be used to pay for any Excise Tax due under the IR Act in connection with any redemptions of the Company’s Public Shares prior to or in connection with an extension or its initial business combination. In furtherance thereof, in the event that the Extension is implemented, the Sponsor intends to indemnify the Company for any Excise Tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions to the extent such indemnity would be required to ensure no portion of the Trust Account and the interest thereon is required to be used to pay any Excise Tas due under the IR Act in connection with any redemptions of the Company’s Public Shares.
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. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in 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.
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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: April 26, 2023 | Maquia Capital Acquisition Corporation | ||
| By: | /s/ Jeronimo Peralta | ||
| Name: | Jeronimo Peralta | ||
| Title: | Chief Financial Officer | ||
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