false
--12-31
0001844419
0001844419
2024-02-08
2024-02-08
0001844419
maqcu:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember
2024-02-08
2024-02-08
0001844419
us-gaap:CommonClassAMember
2024-02-08
2024-02-08
0001844419
us-gaap:WarrantMember
2024-02-08
2024-02-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 8, 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 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:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
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)) |
|
|
¨ |
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 |
MAQC |
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 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 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On Februrary 5, 2024, Maquia Capital
Acquisition Corporation, a Delaware corporation (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
from February 7, 2024 to August 7, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”).
The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on Feb 7, 2024.
The foregoing description is qualified
in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Meeting, an aggregate of at
least 5,597,856 shares of the Company’s common stock, which represents a quorum of the outstanding common stock entitled to vote
as of the record date of February 2, 2024, were represented in person or by proxy at the Meeting.
At the Meeting, the Company’s
stockholders approved the Extension Amendment Proposal. The following is a tabulation of the votes with respect to the Extension Amendment
Proposal and the approval of the Charter Amendment:
For | |
Against | |
Abstain | |
Broker Non-Votes |
5,609,503 | |
23,541 | |
0 | |
0 |
In connection with the vote to approve
the Extension Amendment Proposal, public stockholders holding 93,402 of the Company’s Class A common stock, par value $0.0001, properly
exercised their right to redeem their shares for a cash payment out of the Company’s trust account in connection with the Extension
Amendment Proposal.
A proposal to adjourn the Meeting
to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits. The following exhibits are filed with this
Form 8-K:
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 8, 2024
|
Maquia Capital Acquisition Corporation |
|
|
|
|
|
By: |
/s/Jeronimo Peralta |
|
|
Name: Jeronimo Peralta |
|
|
Title: Chief Financial Officer |
Exhibit 3.1
THIRD AMENDMENT
TO
THE AMENDED
AND
RESTATED
CERTIFICATE
OF INCORPORATION OF
MAQUIA
CAPITAL ACQUISITION CORPORATION
Pursuant
to Section 242 of the
Delaware General
Corporation Law
MAQUIA
CAPITAL ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of
the State of Delaware, does hereby certify that at a meeting of the Shareholders entitled to vote duly convened on February 5, 2024,
the following was adopted:
| 1. | The name of the Corporation is Maquia Capital Acquisition
Corporation. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware
on December 10, 2020. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State
of Delaware on May 4, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | A First Amendment to the Amended and Restated Certificate of Incorporation that
amends the Amended and Restated Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State of the
State of Delaware on November 4, 2022 (the “First Amendment to the Amended and Restated Certificate of Incorporation”). |
| 3. | The Second Amendment to the Amended and Restated Certificate of Incorporation amends
the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment to the Amended and Restated
Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 7, 2023. |
| 4. | This Third Amendment to the Amended and Restated Certificate of Incorporation amends
the Amended and Restated Certificate of Incorporation of the Corporation, as amended by the First Amendment and the Second
Amendment to the Amended and Restated Certificate of Incorporation |
| 5. | This Third Amendment to the Amended and Restated Certificate of Incorporation was
duly adopted by the affirmative vote of the holders of at least 65% of the stock entitled to vote at a meeting of stockholders in accordance
with the provisions of Section 242 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”). |
| 6. | The text of Section 9.1(b) of Article IX is hereby amended and restated to read
in full as follows: |
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the
Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts
specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange
Commission (the “SEC”) on February 16, 2021, as amended (the “Registration Statement”), shall be deposited
in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below)
pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal
of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account
(including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to
occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined
below) if the Corporation is unable to complete its initial Business Combination by August 7, 2024, or such earlier date as
determined by the Board (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing
of corporate documents) for a full business day on such date, the next date upon which the Office of the Delaware Division of
Corporations shall be open for business for a full business day) (the “Deadline Date”) and (iii) the redemption of
shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to modify the
substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an
initial Business Combination to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by
the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the
Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of
any of the foregoing) are referred to herein as “Public Stockholders.”
IN
WITNESS WHEREOF, Maquia Capital Acquisition Corporation has caused this Amended and Restated Certificate to be duly executed
in its name and on its behalf by an authorized officer as of Monday this 5th day of February, 2024.
|
MAQUIA CAPITAL ACQUISITION CORPORATION |
|
|
|
By: |
/s/ Jeff Ransdell |
|
|
Name: |
Jeff Ransdell |
|
|
Title: |
Chief Executive Officer |
v3.24.0.1
Cover
|
Feb. 08, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 08, 2024
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-40380
|
Entity Registrant Name |
Maquia Capital Acquisition Corporation
|
Entity Central Index Key |
0001844419
|
Entity Tax Identification Number |
85-4283150
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
50 Biscayne Boulevard
|
Entity Address, Address Line Two |
Suite 2406
|
Entity Address, City or Town |
Miami
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33132
|
City Area Code |
305
|
Local Phone Number |
608-1395
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
|
Trading Symbol |
MAQC
|
Security Exchange Name |
NASDAQ
|
Common Class A [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class A Common Stock, par value $0.0001 per share
|
Trading Symbol |
MAQC
|
Security Exchange Name |
NASDAQ
|
Warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
|
Trading Symbol |
MAQCW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=maqcu_UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Maquia Capital Acquisition (NASDAQ:MAQCU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Maquia Capital Acquisition (NASDAQ:MAQCU)
Historical Stock Chart
From Jul 2023 to Jul 2024