Form 425 - Prospectuses and communications, business combinations
February 01 2024 - 4:19PM
Edgar (US Regulatory)
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):
February 1, 2024
Maquia Capital Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-40380 |
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85-4283150 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification Number) |
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:
x |
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 |
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 |
MAQCU |
The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share |
MAQCU |
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 8.01 Information about Current Trust Value
As of January 30, 2024, there was
approximately $12,089,587.51 in the Trust Account before Tax Estimate Expenses. After estimated Tax Expenses the Net Amount in Trust is
estimated to be $11,989,587.51. There are currently 1,090,718 Public Shares. If the Extension Amendment is approved, the redemption price
per share is expected to be approximately $10.99 per share (after deducting taxes payable). The closing price of the Company’s Class
A common stock on January 31, 2024 was $11.05. The Company cannot assure stockholders that they will be able to sell their shares of the
Company’s Class A common stock in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
Cautionary Statement Regarding Forward-Looking Statements
Certain
statements in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, words
such as "may", "should", "expect", "intend", "will", "estimate", "anticipate",
"believe", "predict", "potential" or "continue", or variations of these words or similar expressions
(or the negative versions of such words or expressions) are intended to identify forward-looking statements. All statements other than
statements of historical fact contained in this Current Report on Form 8-K, including statements regarding the Company’s intention
to submit a plan to regain compliance with Listing Rule 5620(a) within the required timeframe, are forward-looking statements.
These forward-looking statements
and factors that may cause actual results to differ materially from current expectations include, but are not limited to the Company’s
ability to submit a plan to regain compliance satisfactory to Nasdaq; the Company’s ability to hold an annual meeting; and other
risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not
undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise.
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: February 1, 2024
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Maquia Capital Acquisition Corporation |
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By: |
/s/Jeronimo Peralta |
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Name: |
Jeronimo Peralta |
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Title: |
Chief Financial Officer |
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