Current Report Filing (8-k)

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): May 22, 2023

Maquia Capital Acquisition Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39807		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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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 ☒

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.

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 7^th 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
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.