Current Report Filing (8-k)
May 06 2022 - 4:11PM
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2022-05-03
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2022-05-03
2022-05-03
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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): May 3, 2022
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) |
| |
|
| ¨ |
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(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 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 1.01. Entry into a Material Definitive Agreement.
On May 3, 2022, Maquia Capital
Acquisition Corporation (the “Company”) issued a promissory note (the “Note”) in the principal amount
of $1,730,971.90 (the “Extension Payment”) to Maquia Investments North America, LLC (the “Sponsor”)
in connection with the Extension (as defined below). The 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 on or before
August 7, 2022 (unless extended to November 7, 2022) or such later liquidation date as may be approved by the Company’s stockholders.
At the election of the Sponsor, up to $1,500,000 of the unpaid principal amount of the Note may be converted into units of the Company
(the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount
of the Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.
The issuance of the Note was
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 Note, a copy of which is attached as Exhibit 10.1 hereto 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 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01. Other Events.
On May 6, 2022, the Company
issued a press release announcing that the Sponsor had deposited an aggregate of $1,730,971.90 (representing $0.10 per public share) (the
“Extension Payment”) into the Company’s trust account for its public stockholders. This deposit enables the Company
to extend the date by which the Company has to complete its initial business combination from May 7, 2022 to August 7, 2022 (the “Extension”).
The Extension is the first of two three-month extensions permitted under the Company’s governing documents and provides the Company
with additional time to complete its initial business combination.
A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: May 6, 2022 |
Maquia Capital Acquisition Corporation |
| |
|
|
| |
By: |
/s/ Jeronimo Peralta |
| |
|
Name: |
Jeronimo Peralta |
| |
|
Title: |
Chief Financial Officer |
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