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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):
January 23, 2024
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) |
|
|
x |
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)) |
|
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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) |
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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 |
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The Nasdaq Stock Market LLC |
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|
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Class A Common Stock, par value $0.0001 per share |
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MAQC |
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The Nasdaq Stock Market LLC |
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|
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|
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Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
MAQCW |
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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
7.01. Entry into a Material Definitive Agreement.
On January 23, 2024, Maquia Capital Acquisition Corporation (the “Company”)
and Maquia Investments North America, LLC (the “Sponsor”) commenced negotiation with unaffiliated third parties (“Third
Parties”) for a non-redemption agreement (“Non-Redemption Agreement”)in which such third parties would agree
not to redeem an aggregate of a currently unspecified number of shares of the Company’s Class A common stock purchased by such Third
Parties in the initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders
called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate
an initial business combination (the “Extension Proposal”) from February 7, 2024 to August 7, 2024 (the “Extension”).
In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such Third Parties
2.5% per month of the Non-Redeemed Shares up to a maximum of 6 months (depending upon the month the initial business combination is consummated),
of the Company’s Class A common stock held by such Third Parties, immediately following the consummation of an initial business
combination, if the Third Parties continue to hold such Non-Redeemed Shares through the Special Meeting.
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 Company will have the sole discretion whether to continue extending for additional calendar months until August 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.
The
Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company’s stockholders
but are expected to increase the amount of funds that remain in the Company’s trust account following the Special Meeting.
The
foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND
WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION AGREEMENT MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
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 security holders 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 January 17, 2024 (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.
|
Item 9.01 |
Financial Statements and Exhibits. |
The following exhibit is filed herewith:
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: January 23, 2024 |
Maquia Capital Acquisition Corporation |
|
|
|
|
By: |
/s/ Jeronimo Peralta |
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Name: |
Jeronimo Peralta |
|
|
Title: |
Chief Financial Officer |
Exhibit 10.1
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC
INTEREST
This Non-Redemption Agreement and Assignment of
Economic Interest (this “Agreement”) is entered as of _____, 2024 by and among Maquia Capital Acquisition Corporation
(the “Company”), Maquia Investments North America, LLC (the “Sponsor”) and the undersigned investor
(“Investor”).
RECITALS
WHEREAS, the Sponsor currently holds shares
of common stock of the Company, which were initially purchased by the Sponsor in a private placement prior to the Company’s initial
public offering (the “Founder Shares”);
WHEREAS, the Company has scheduled for February
5, 2024 a special meeting of stockholders (such scheduled meeting, including any duly approved adjournment thereof, the
“Meeting”) for the purpose of seeking stockholder approval of, among other things, an amendment to the
Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date by which the
Company must consummate an initial business combination (the “Initial Business Combination”) for six additional
months until August 7, 2024 (such proposed Charter amendment, as proposed to be considered and voted upon at the Meeting, the
“Extension Amendment”);
WHEREAS, the Charter provides
that a stockholder of the Company may redeem its Class A common stock, par value $0.0001 per share, initially sold as part of the units
in the Company’s initial public offering (whether they were purchased in our initial public offering or thereafter in the open market)
(the “Public Shares” and together with the Founder Shares, the “Common Stock”) in connection with
the Extension Amendment, on the terms set forth in the Charter (“Redemption Rights”); and
WHEREAS, subject to the terms and conditions
of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from the Sponsor, that number of shares
of Class A common stock included as part of the Founder Shares set forth opposite such Investor’s name on Exhibit A (the
“Assigned Securities”), to be transferred to Investor in connection with the Company’s completion of its Initial
Business Combination, and, prior to the transfer of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits
of the Assigned Securities to Investor.
NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Investor, the Sponsor, and the Company hereby agree as follows:
| 1.1. | (a) Upon the terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) as of 9:30 AM, New York time, on
the first business day following the Meeting, Investor holds the Investor Shares (as defined below), (b) Investor did not exercise its
Redemption Rights with respect to such Investor Shares in connection with the Meeting, and (c) the Extension Amendment is approved at
the Meeting and is effected by the Company’s filing with the Secretary of the State of Delaware of an amendment to the Charter,
then the Sponsor hereby agrees to (i) assign and transfer to Investor for no additional consideration the Assigned Securities set forth
on Exhibit A at such time as the conditions set forth in Section 1.2 below are satisfied and (ii) assign to Investor the Economic
Interest (as defined below) associated with the Assigned Securities. |
(b) The term “Investor Shares” shall mean
[______] Public Shares; provided, however, that if the number of Investor Shares is less than [______], the number of Assigned
Securities1 shall be reduced proportionately.
(c) The Sponsor agrees to provide Investor with information
stating (i) the number of Public Shares elected to be redeemed pursuant to the exercise of Redemption Rights in connection with the Meeting,
(ii) the number of the Company’s shares of Class A common stock that will remain outstanding after the Company has effectuated such
redemptions, and (iii) the resultant calculation of the definitive number of Public Shares that constitute the Investor Shares for purposes
of this Agreement, in each case no later than 9:00 a.m. New York time on the first business day following the date of the Meeting, which
time shall be prior to the Company effectuating any redemptions made in connection with the Meeting.
1 The number of Assigned
Securities shall be 2.5% per month of the Investor Shares up to a maximum of 6 months (depending upon the month the initial business combination
is consummated), of the Company’s Class A common stock held by such Investor up to a maximum
of 15% of the Investor Shares, immediately following the consummation of an initial business combination, if the Investor continue to
hold such Non-Redeemed Shares through the Special Meeting, .
| 1.2. | The Sponsor and Investor hereby agree that the assignment and transfer of the Assigned Securities shall be subject to the conditions
that (i) the Initial Business Combination is consummated; and (ii) Investor (or one or more of its permitted transferees (as described
in the Letter Agreement (the “Permitted Transferees”)) executes a joinder to that certain Letter Agreement, dated May
4, 2021 (as it exists on the date hereof, the “Letter Agreement”), by and among the Company, the Sponsor, officers and directors
of the Company, and the other stockholders of the Company signatory thereto, as described in Section 1.8 hereof. |
Upon the satisfaction of the foregoing conditions, the Sponsor
shall promptly assign and transfer the Assigned Securities to Investor (or its Permitted Transferees). The Sponsor covenants and agrees
to facilitate such transfer to Investor (or its Permitted Transferees) in accordance with the foregoing.
| 1.3. | Adjustment to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, subdivision or reclassification of the Common Stock of the Company or other similar event (other than the conversion of Founder
Shares to shares of Class A common stock in accordance with the Company’s Charter), then, as of the effective date of such consolidation,
combination, subdivision, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted in proportion
to such increase or decrease in the Common Stock. |
| 1.4. | Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving the Company in which its Common Stock are converted into or exchanged for securities, cash or other property, then, following
any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of common stock of the Company, the Sponsor
shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof, the kind and
amount of securities, cash or other property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures, Transfers, etc. Investor shall not be required to forfeit or transfer the Assigned Securities or any of its rights
hereunder with respect to the Assigned Securities. Investor acknowledges that, pursuant to the Limited Liability Company Operating Agreement
of the Sponsor (as it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial
Business Combination, the managing member(s) of the Sponsor (the “Managers”) have the authority to cause the Sponsor
to subject the Founder Shares to earn-outs, forfeitures, transfers or other restrictions, or amend the terms under which the Founder Shares
were issued or any restrictions or other provisions relating to the Founder Shares set forth in the instruments establishing the same
(including voting in favor of any such amendment) or enter into any other arrangements with respect to the Founder Shares, and that the
Managers are authorized to effectuate such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements, including arrangements
relating to the relaxation or early release of restrictions, in such amounts and pursuant to such terms as they determine in their sole
and absolute discretion for any reason. Sponsor acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions,
amendments or arrangements shall apply only to the Founder Shares other than the Assigned Securities and the terms and conditions applicable
to the Assigned Securities and the Economic Interest shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions,
amendments or arrangements. |
| 1.6. | Delivery of Shares; Other Documents. At the time of the transfer of the Assigned Securities hereunder, the Sponsor shall deliver
the Assigned Securities to Investor by transfer of book-entry shares effected through the Company’s transfer agent. The parties
to this Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary
or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment of Registration Rights. Concurrent with the transfer of the Assigned Securities to Investor under this Agreement,
the Sponsor hereby assigns all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain
Registration Rights Agreement, dated May 4, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
by and among the Company, the Sponsor, and Kingswood Capital Markets, Division of Benchmark Investments, Inc., and hereby represents and
confirms to Investor that, upon Investor’s receipt of the Assigned Securities, (i) Investor shall be a “Holder” under
the Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities” under the Registration
Rights Agreement. The Sponsor shall provide written notice to the Company of such assignment in accordance with the Registration Rights
Agreement. Investor shall provide to the Company a written agreement in accordance with the Registration Rights Agreement agreeing to
be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the Assigned
Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
| 1.8. | Joinder to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute
a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B (the “Joinder”) pursuant
to which, and subject to Section 15 below, Investor shall agree with the Company to be bound solely by Section 7 of the Letter Agreement
solely with respect to the Assigned Securities and by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
| 1.9. | Termination. This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure of
the Company’s stockholders to approve the Extension Amendment at the Meeting, or the determination of the Company not to proceed
to effect the Extension Amendment, (b) the fulfillment of all obligations of parties hereto, (c) the liquidation or dissolution of the
Company, (d) the mutual written agreement of the parties hereto, and (e) if Investor exercises its Redemption Rights with respect to any
Investor Shares in connection with the Meeting and such exercise is not withdrawn by the commencement of the Meeting. Notwithstanding
any provision in this Agreement to the contrary, the Sponsor’s obligation to transfer the Assigned Securities to Investor shall
be conditioned on (i) the satisfaction of the conditions set forth in Section 1.2 and (ii) Investor not exercising its Redemption Rights
with respect to such Investor Shares in connection with the Meeting. |
| 2. | Assignment of Economic Interest. |
| 2.1. | Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title
and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”),
subject to adjustment as set forth in Section 1.3. The Economic Interest represents the Sponsor’s right to receive dividends and
other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth
on Exhibit A represented by the Founder Shares held directly by the Sponsor. |
| 2.2. | Investor acknowledges and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor as a result
of the Assigned Securities or Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned
Securities prior to transfer of any such shares to Investor pursuant to this Agreement. |
| 2.3. | Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Common Stock or other non-cash property that is subject to the transfer restrictions and/or lockup period set forth in Section
7 of the Letter Agreement, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently
with the transfer of the Assigned Securities to such Investor pursuant to Section 1. |
| 2.4. | If the conditions to the transfer of the Assigned Securities in Section 1 upon the consummation of an Initial Business Combination
are not satisfied with respect to any Assigned Securities, then Investor at such time shall automatically assign its Economic Interest
in such Assigned Securities back to the Sponsor, for no consideration. |
| 3. | Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
| 3.1. | No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any
recommendation or endorsement of the offering of the Assigned Securities. |
| 3.2. | Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby
is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the Securities
Act and similar exemptions under state law. |
| 3.3. | Intent. Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s own account
(and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation
of the Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity except as
may be permitted hereunder or contemplated by the Letter Agreement and/or the Registration Rights Agreement. |
| 3.4. | Restrictions on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer
to Investor may continue to be, subject to the transfer restrictions and certain other restrictions as set forth in paragraph 7 of the
Letter Agreement. |
| 3.4.2. | Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind
in or to, any monies held in the trust account into which the proceeds of the Company’s initial public offering were deposited (the
“Trust Account”) or distributed as a result of any liquidation of the Trust Account. Notwithstanding anything herein
to the contrary and subject to the provisions of Section 3.4.3 below, Investor hereby waives any and all right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the Trust Account except with respect to Public Shares (other
than the Investor Shares) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
Account except with respect to Public Shares (other than the Investor Shares). |
| 3.4.3. | Investor waives any right that it may have to elect to have the Company redeem any Investor Shares in connection with the Extension
Amendment, agrees not to redeem or otherwise exercise any right to redeem the Investor Shares in connection with the Extension Amendment,
and agrees to reverse and revoke any prior redemption elections made with respect to the Investor Shares in connection with the Extension
Amendment. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit Investor’s ability, in each
case in its discretion, to (i) redeem any Public Shares (to the extent not included as part of the Investor Shares) in connection with
the Extension Amendment or (ii) sell or otherwise dispose of any Public Shares (other than the Investor Shares prior to the date of the
Meeting). |
| 3.4.4. | Investor acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future
Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available
exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws
of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest therein is proposed
to be made (other than pursuant to an effective registration statement or Rule 144 under the Securities Act), as a condition precedent
to any such transfer, Investor may be required to deliver to the Company an opinion of counsel satisfactory to the Company that registration
is not required with respect to the Assigned Securities to be transferred. Absent registration or another available exemption from registration,
Investor agrees it will not transfer the Assigned Securities. |
| 3.5. | Voting. Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and
deliver a written consent (or cause a written consent to be executed and delivered) all of the Common Stock owned, as of the applicable
record date, by any of them at the Meeting in favor of the Extension Amendment and cause all such shares to be counted as present at the
Meeting for purposes of establishing a quorum. |
| 3.6. | Sophisticated Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment
in the Assigned Securities. |
| 3.7. | Risk of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial
risks. Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability. Investor
is able to bear the economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a
complete loss of such investment. |
| 3.8. | Independent Investigation. Investor has relied upon an independent investigation of the Company and has not relied upon any
information or representations made by any third parties or upon any oral or written representations or assurances, express or implied,
from the Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with
the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from,
the Company’s management concerning the Company and the terms and conditions of the proposed sale of the Assigned Securities and
has had full access to such other information concerning the Company as Investor has requested. Investor confirms that all documents that
it has requested have been made available and that Investor has been supplied with all of the additional information concerning this investment
which Investor has requested. |
| 3.9. | Organization and Authority. If an entity, Investor is duly organized and existing under the laws of the jurisdiction in which
it was organized and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement and
perform all the obligations required to be performed by Investor hereunder. |
| 3.10. | Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding,
redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership
of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction. |
| 3.11. | Authority. This Agreement has been validly authorized, executed and delivered by Investor and (assuming due authorization,
execution and delivery by the Sponsor and the Company) is a valid and binding agreement of Investor enforceable against Investor in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy. |
| 3.12. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any
agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or any
order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to prevent
Investor from fulfilling its obligations under this Agreement. |
| 3.13. | No Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except for any statements
or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel and advisors and not on
any statements or representations, express or implied, of the Sponsor or any of its representatives or agents for any reason whatsoever,
including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor, the Company, the Assigned
Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. |
| 3.14. | Reliance on Representations and Warranties. Investor understands that the Assigned Securities are being offered and sold to
Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions. |
| 3.15. | No General Solicitation. Assuming the accuracy of the Sponsor’s representations and warranties in Section 4.5, Investor
is not subscribing for Assigned Securities as a result of, or subsequent to, any general solicitation or general advertising within the
meaning of Regulation D under the Securities Act, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising. |
| 3.16. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection
with the acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
| 4. | Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
| 4.1. | Power and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as a
limited liability company under the laws of the State of Delaware and possesses all requisite limited liability company power and authority
to enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the assignment,
sale and transfer the Assigned Securities. |
| 4.2. | Authority. All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken.
This Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy. |
| 4.3. | Title to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned
Securities and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the
Assigned Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when
transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances,
agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other
terms and conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable securities laws). The Assigned
Securities are duly authorized, fully paid, and non-assessable. |
| 4.4. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC Agreement,
(ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement and the Sponsor
LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment or decree to which
the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain any consent, authorization
or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform
any of its obligations under this Agreement or transfer the Assigned Securities in accordance with the terms hereof. |
| 4.5. | No General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation or general
advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or
meeting whose attendees have been invited by any general solicitation or general advertising. |
| 4.6. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection
with the sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
| 4.7. | Transfer Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of the Assigned Securities or
any economic benefit of the Assigned Securities other than any transfer pursuant to the Sponsor LLC Agreement in connection with an Initial
Business Combination. |
| 4.8. | Reliance on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon the truth
and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement. |
| 5. | Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to a jury
trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any suit,
action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United
States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of Manhattan, State
of New York, which submission shall be exclusive. |
| 6. | Assignment; Entire Agreement; Amendment. |
| 6.1. | Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the
Sponsor or Investor shall require the prior written consent of the other party; provided, that no such consent shall be required
for any such assignment to one or more affiliates of the assigning party. |
| 6.2. | Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. |
| 6.3. | Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought. |
| 6.4. | Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
| 7. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may
designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the
scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal
or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be
delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and
(b) if by any other form of electronic transmission, when directed to such party. |
| 8. | Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 9.1. | Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the
transactions contemplated hereby. |
| 9.2. | Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. |
| 10. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. |
| 11. | Disclosure; Waiver. As soon as practicable, but in no event later than one business day, after execution of this Agreement,
the Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(the “Form 8-K”), disclosing, to the extent not previously disclosed, (a) the material terms of this Agreement and
(b) any other material non-public information that the Sponsor, the Company, or any person acting on behalf of either has provided to
Investor at any time prior to the filing of the Form 8-K. The parties to this Agreement shall cooperate with one another to assure that
such disclosure is accurate. The Company agrees that the name of the investor shall not be included in any public disclosures related
to this Agreement unless required by applicable law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may
possess or have access to material non-public information which has not been communicated to the Investor; (ii) hereby waives any and
all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known
or unknown, against the Sponsor or any of the Company’s officers, directors, employees, agents, affiliates, subsidiaries, successors
or assigns relating to any failure to disclose any non-public information in connection with the transaction contemplated by this Agreement,
including any potential business combination involving the Company, including without limitation, any claims arising under Rule 10-b(5)
of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this
Agreement and the foregoing acknowledgement and waiver in this Section 11, in connection with the transactions contemplated by this Agreement.
The Sponsor and the Company acknowledge and represent that upon the filing of the Form 8-K, Investor shall not be in possession of any
material non-public information received from the Sponsor, the Company, or any person acting on behalf of either. |
| 12. | Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall
be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute,
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any
matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not
assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
| 13. | Most Favored Nation. In the event the Sponsor has entered or enters into one or more other non-redemption agreements before
or after the execution of this Agreement in connection with the Meeting (each, an “Other Agreement” and, the Company
stockholder party thereto, an “Other Investor”), the Sponsor represents and covenants that the terms of such Other Agreement
are not or will not be materially more favorable to such Other Investor than the terms of this Agreement are in respect of Investor. In
the event that any Other Investor is afforded any materially more favorable terms than Investor, the Sponsor shall promptly inform Investor
of such more favorable terms in writing, and Investor shall have the right to elect to have such more favorable terms included herein,
in which case the parties hereto shall promptly amend this Agreement to effect the same. |
| 14. | Letter Agreement Lock-Up Period. The Sponsor covenants and agrees that it shall not receive a release from, or otherwise obtain
a waiver under, the provisions of Section 7 of the Letter Agreement (including Lock-up Periods as defined therein) with respect to any
of the Founder Shares that are continued to be owned by the Sponsor, without obtaining a similar waiver to, or release from, the provisions
of Section 7 of the Letter Agreement for a proportionate number of the Assigned Securities. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
INVESTOR |
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By: |
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Name: |
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Title: |
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[Signature Page to Non-Redemption Agreement]
SPONSOR: |
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Maquia Investments North America, LLC |
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By: |
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Name: |
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Title: |
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COMPANY: |
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MAQUIA CAPITAL ACQUISITION CORPORATION |
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By: |
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Name: |
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Title: |
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[Signature Page to Non-Redemption Agreement]
Exhibit A
Assigned Securities
Investor |
Number of Public
Shares to be Held as
Investor Shares |
Assigned Securities /
Economic Interest
Assigned |
[_________________________]
[_____________________]
EIN/SSN: [___________________] |
[______]
Class A Common Stock
|
[______]
Class A Common Stock included as “Founder
Shares” |
EXHIBIT B
FORM OF JOINDER
TO
LETTER AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT
______, 20_
Reference is made to that certain Non-Redemption
Agreement and Assignment of Economic Interest, dated as of ,
2024 (the “Agreement”), by and among ______________________ (“Investor”), Maquia Capital Acquisition
Corporation (the “Company”) and Maquia Investments North America, LLC (the “Sponsor”), pursuant
to which Investor shall be entitled to acquire securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined
herein shall have the meanings given to such terms in the Agreement.
By executing this joinder, Investor hereby agrees,
as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement, dated May 4, 2021 (as it
exists on the date of the Agreement, the “Letter Agreement”), by and among the Company, the Sponsor, officers and directors
of the Company, and the other stockholders of the Company signatory thereto, solely with respect to Section 7 of the Letter Agreement,
and shall be bound by, and shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter
Agreement as an Insider (as defined therein) solely with respect to its Assigned Securities; and (ii) shall become a party to that certain
Registration Rights Agreement, dated May 4, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
by and among the Company, the Sponsor, and Kingswood Capital Markets, Division of Benchmark Investments, Inc., and shall be bound by the
terms and provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder
under the Registration Rights Agreement and the Assigned Securities (together with any other equity security of the Company issued or
issuable with respect to any such Assigned Securities by way of a share dividend or share subdivision or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.
For the purposes of clarity, it is expressly understood
and agreed that each provision contained herein, in the Letter Agreement (to the extent applicable to Investor) and the Registration Rights
Agreement is between the Company and Investor, solely, and not between and among Investor and the other stockholders of the Company signatory
thereto.
This joinder may be executed in two or more counterparts,
and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
|
INVESTOR |
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By: |
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Name: |
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Title: |
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ACKNOWLEDGED AND AGREED: |
|
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MAQUIA CAPITAL ACQUISITION CORPORATION |
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By: |
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Name: |
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Title: |
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Exhibit 99.1
MAQUIA CAPITAL ACQUISITION CORPORATION ANNOUNCES
SPONSOR MONTHLY
CONTRIBUTION OF 2.5% ADDITIONAL FOUNDER SHARES FOR EXTENSION AMENDMENT
Miami, FL, January 23, 2024 (GLOBE NEWSWIRE) – Maquia Capital
Acquisition Corporation (“Maquia” or the “Company”) (Nasdaq: “MAQC”, “MAQCU”, “MAQCW”)
announced today that, in connection with the Company’s upcoming special meeting of the stockholders (the “Special Meeting”)
to consider and approve an extension of time for the Company to consummate an initial business combination from February 7, 2024
to August 7, 2024 (the “Extension”), on January 23, 2024, Maquia Investments
North America, LLC (the “Sponsor”) or its designees and, Maquia Capital
Acquisition Corporation (the “Company”) commenced negotiation with unaffiliated third parties (“Third Parties”)
for a non-redemption agreement (“Non-Redemption Agreement”)in which such third parties would agree not to redeem an
aggregate of a currently unspecified number shares of the Company’s Class A common stock purchased by such Third Parties in
the initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called
by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an
initial business combination (the “Extension Proposal”) from February 7, 2024 to August 7, 2024 (the “Extension”).
In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such Third Parties
2.5% per month of the Non-Redeemed Shares up to a maximum of 6 months (depending upon the month the initial business combination is consummated),
of the Company’s Class A common stock held by such Third Parties, immediately following the consummation of an initial business
combination, if the Third Parties continue to hold such Non-Redeemed Shares through the Special Meeting.
The
Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company’s stockholders
but are expected to increase the amount of funds that remain in the Company’s trust account following the Special Meeting.
The
foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
The
Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company’s stockholders
but are expected to increase the amount of funds that remain in the Company’s trust account following the Special Meeting.
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 Company
will have the sole discretion whether to continue extending for additional calendar months until August 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.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND
WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION AGREEMENT MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
About Maquia Capital Acquisition Corporation
Maquia Capital Acquisition Corporation is a blank
check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses. The Company is led by Chief Executive Officer, Jeff Ransdell, Chief Financial
Officer, Jeronimo Peralta, Chief Operating Officer, Guillermo Cruz, and Chief Investment Officer, Maggie Vo.
Forward-Looking Statements
This press release 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
Maquia 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 security holders 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 January 17, 2024 (as may be amended, the “Proxy Statement”),
which may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release s
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
Maquia 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.
INVESTOR RELATIONS CONTACT
Guillermo Eduardo Cruz
Maquia Capital Acquisition Corporation
50 Biscayne Boulevard, Suite 2406, Miami,
FL 33132
E-mail: guillermo@maquiacapital.com
Telephone: (305) 608-1395
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