UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant |
x |
| |
|
| Filed
by a party other than the Registrant |
¨ |
Check the
appropriate box:
| x |
Preliminary Proxy Statement |
| ¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive
Proxy Statement |
| ¨ | Definitive
Additional Materials |
| ¨ | Soliciting
Material Under Section 240.14a-12 |
MAQUIA CAPITAL ACQUISITION
CORPORATION
(Name of Registrant as Specified
In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes
that apply):
| ¨ | Fee
paid previously with preliminary materials. |
| ¨ | Fee
computed on table exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11. |
MAQUIA CAPITAL ACQUISITION
CORPORATION
50 Biscayne Boulevard, Suite 2406
Miami, FL 33132
NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON JANUARY 31, 2025
TO THE STOCKHOLDERS
OF MAQUIA CAPITAL ACQUISITION CORPORATION:
You
are cordially invited to attend the special meeting of stockholders, which we refer to as the “Meeting”, of Maquia Capital
Acquisition Corporation, which we refer to as “we”, “us”, “our” or the “Company”, to
be held at 10.00 a.m. Eastern Time on January 31, 2025.
The
Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the
Meeting online, vote and submit your questions during the Meeting by visiting https://www.cstproxy.com/maquiacapital/2025.
Even
if you are planning on attending the Meeting online, please promptly submit your proxy vote by telephone, or, if you received a
printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be
represented at the Meeting. Instructions on voting your shares are on the proxy materials you received for the Meeting. Even if you
plan to attend the Meeting online, it is strongly recommended you complete and return your proxy card before the Meeting date, to
ensure that your shares will be represented at the Meeting if you are unable to attend.
The
accompanying proxy statement, which we refer to as the “Proxy Statement”, is dated January 13 2025, and is first being
mailed to stockholders of the Company on or about January 15, 2025. The sole purpose of the Meeting is to consider and vote upon
the following proposals:
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proposal to amend the Company’s amended and restated certificate of incorporation,
(as amended, the “charter”), in the form set forth in Annex A to the accompanying
Proxy Statement (the “Extension Amendment”) to extend the date by which the Company
must (i) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more businesses, which we refer
to as a “business combination”, (ii)cease
its operations if it fails to complete such business combination, and (iii) redeem or
repurchase 100% of the Company’s Class A common stock included as part of the
units sold in the Company’s initial public offering that was consummated on May 7,
2021, which we refer to as the “IPO”, from August 7, 2024 to February 7,
2025 or such earlier date as determined by the Board (the “Extension”), and such
later date, the “Extended Date” (the “Extension Amendment Proposal”);
and |
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proposal to approve the adjournment of the Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal,
which we refer to as the “Adjournment Proposal”. |
The
Adjournment Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.
Each
of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.
The
purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our
initial business combination (the “Business Combination”). We entered into a Business Combination Agreement with Velocium, Inc.,
a Delaware corporation, on July 15, 2024. Our board of directors (the “Board”) currently believes that there will not
be sufficient time before January 31, 2025 to complete the Business Combination. Accordingly, the Board believes that in order to
be able to consummate the Business Combination, we will need to obtain the Extension. Therefore, the Board has determined that it is
in the best interests of our stockholders to extend the date by which the Company has to consummate a Business Combination to the Extended
Date in order for our stockholders to have the opportunity to participate in our future investment.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their shares of Class A common stock issued
in our IPO, which we refer to as “public shares”, for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, which election we refer to as the “Election”, regardless of whether
such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote
of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the Business Combination
is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition,
public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not
completed a Business Combination by the Extended Date.
The
Sponsor owns 4,841,173 shares of our common stock consisting of 2,128,715 Class A Common Stock and 2,128,715 Class B Common
Stock, which we refer to as the “Founder Shares”, that were issued to the Sponsor prior to our IPO and including 583,743
private placement units, which we refer to as the “Private Placement Units”, that were purchased by the Sponsor in a private
placement which occurred simultaneously with the completion of the IPO. The Founder Shares include the Class A shares and the Class B
shares and are subject to the same restrictions. The Sponsor owns 2,712,458 shares of Class A common stock, which includes as Class A
common stock the 583,743 private placement units. Additionally, EF Hutton (f/k/a Kingswood Capital Markets), a division of Benchmark
Investments (the “Representative”), the underwriter in our IPO owns 173,098 Class B common stock, In the event
of a liquidation, our Sponsor and the Representative will not receive any monies held in the Trust Account as a result of their ownership
of the Class B common stock or the Private Placement Units, as applicable.
To
exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Meeting (or
January 29, 2025). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering
your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your
shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order
to exercise your redemption rights.
Based
upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $12.01 without regard to any taxes which have been not yet withdrawn that are
due and not yet paid and reimbursed at the time of the Meeting. The closing price of the Company’s Class A common stock on
January 6, 2025, was $11.29. 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.
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation
of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or
otherwise in connection with, the approval of the Extension Amendment Proposal.
If
the Extension Amendment Proposal is not approved and we do not consummate the Business Combination by February 7, 2025, as contemplated
by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and
liquidate, subject in each case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the
“DGCL”, to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the
Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation,
the Sponsor and the Representative will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares or the Private Placement Units, as applicable.
Subject
to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding shares of common stock, including the Founder
Shares, will be required to approve the Extension Amendment Proposal. Stockholder approval of the Extension Amendment is required for
the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination. Notwithstanding
stockholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
Amendment at any time without any further action by our stockholders. Our initial stockholders, including our Sponsor and our directors,
currently own approximately 92.74% of the outstanding shares of common stock, and are expected to vote all of such shares in favor of
the Charter Amendment Proposal and the Adjournment Proposal.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or
by proxy at the Meeting.
Our
Board has fixed the close of business on January 3, 2025 as the date for determining the stockholders entitled to receive notice
of and vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled
to have their votes counted at the Meeting or any adjournment thereof.
You
are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will
retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares
for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended
Date.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and, if presented, the
Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Under
Delaware law and the Company’s bylaws, no other business may be transacted at the Meeting.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the
Meeting. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and vote your shares.
| January 13, 2025 |
By Order of the Board of Directors |
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/s/ Jeff Ransdell |
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Jeff Ransdell |
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Chief Executive Officer |
Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure
that your shares are represented at the Meeting. If you are a stockholder of record, you may also cast your vote online at the Meeting.
If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or
you may cast your vote online at the Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct
your broker or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention
will have the same effect as voting “AGAINST” the Extension Amendment Proposal. Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as votes cast for the Adjournment Proposal and will have no effect
on the outcome of the vote on the Adjournment Proposal. Failure to vote by proxy or to vote in person at the general meeting will have
no effect on the outcome of the vote on the Adjournment Proposal.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on January 31, 2025: This
notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/maquiacapital/2025.
MAQUIA CAPITAL ACQUISITION
CORPORATION
50 Biscayne Boulevard, Suite 2406
Miami, FL 33132
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 31, 2025 PROXY STATEMENT
The
special meeting of stockholders, which we refer to as the “Meeting”, of Maquia Capital Acquisition Corporation, which we
refer to as the “we”, “us”, “our” or the “Company”, will be held at 10:00 a.m. Eastern
Time on January 31, 2025 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during the Special
Meeting via a live webcast available at https://www.cstproxy.com/maquiacapital/2025. The Special Meeting will be held for
the sole purpose of considering and voting upon the following proposals:
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proposal to amend the Company’s amended and restated certificate of incorporation,
(as amended, the “charter”), in the form set forth in Annex A to the accompanying
Proxy Statement (the “Extension Amendment”) to extend the date by which the Company
must (i) consummate a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or similar business combination with one or more businesses, which we refer
to as a “business combination”, (ii)cease
its operations if it fails to complete such business combination, and (iii) redeem or
repurchase 100% of the Company’s Class A common stock included as part of the
units sold in the Company’s initial public offering that was consummated on May 7,
2021, which we refer to as the “IPO”, from February 7, 2025 to February 7,
2026 or such earlier date as determined by the Board (the “Extension”), and such
later date, the “Extended Date” (the “Extension Amendment Proposal”);
and |
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· | a
proposal to approve the adjournment of the Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal,
which we refer to as the “Adjournment Proposal”. |
The Adjournment
Proposal will only be presented at the Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.
The Extension
Amendment Proposal is required for the implementation of the plan of the board of directors, which we refer to as the “Board”,
to extend the date by which the Company has to complete our initial business combination (the “Business Combination”). The
purpose of the Extension Amendment is to allow the Company more time to complete the Business Combination. In addition, we will not proceed
with the Extension if the number of redemptions or repurchases of shares of our Class A common stock issued in our IPO, which shares
we refer to as the “public shares”, causes us to have less than $5,000,001 of net tangible assets following the approval
of the Extension Amendment Proposal.
In connection
with the Extension Amendment Proposal, public stockholders may elect to redeem their public shares for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, which election we refer to as the “Election”,
regardless of whether such public stockholders vote on the Extension Amendment Proposal. If the Extension Amendment Proposal is approved
by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when
the Business Combination is submitted to the stockholders, subject to any limitations set forth in our charter as amended by the Extension
Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares redeemed for cash
if the Company has not completed a Business Combination by the Extended Date. The Sponsor owns 4,841,173 shares of our common stock consisting
of 2,128,715 Class A Common Stock and 2,128,715 Class B Common Stock, which we refer to as the “Founder Shares”,
that were issued to the Sponsor prior to our IPO and 583,743 private placement units, which we refer to as the “Private Placement
Units”, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO.
The Founder Shares include the Class A shares and the Class B shares and are subject to the same restrictions. The Sponsor
owns 2,712,458 shares of Class A common stock, which includes as Class A common stock the 583,743 private placement units.
Additionally, EF Hutton (f/k/a Kingswood Capital Markets), a division of Benchmark Investments (the “Representative”), the
underwriter in our IPO owns 173,098 Class B common stock. In the event of a liquidation, our Sponsor and the Representative will
not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units,
as applicable.
To exercise
your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of the funds held in the Trust
Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Meeting (or January 29,
2025). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
The withdrawal
of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election.
In such event, the Company may need to obtain additional funds to complete the Business Combination, and there can be no assurance that
such funds will be available on terms acceptable to the parties or at all.
If the Extension
Amendment Proposal is not approved and we do not consummate the Business Combination by January 31, 2025, as contemplated by our
IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100%
of the outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Company’s obligations under the Delaware General Corporation Law, which we refer to as the “DGCL”,
to provide for claims of creditors and other requirements of applicable law.
There will
be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event of our
winding up. Our Sponsor owns 4,841,173 shares of our common stock consisting of 2,128,715 Class A Common Stock and 2,128,715 Class B
Common Stock, which we refer to as the “Founder Shares” and which were issued to the Sponsor prior to our IPO, and 583,743
Private Placement Units, which we refer to as the “Private Placement Units”, that were purchased by the Sponsor in a private
placement which occurred simultaneously with the completion of the IPO. The Founder Shares include the Class A shares and the Class B
shares and are subject to the same restrictions. The Sponsor owns 2,712,458 shares of Class A common stock, which includes as Class A
common stock the 583,743 private placement units. Additionally, EF Hutton (f/k/a Kingswood Capital Markets), a division of Benchmark
Investments (the “Representative”), the underwriter in our IPO owns 173,098 Class B common stock. In the event of a
liquidation, our Sponsor and the Representative will not receive any monies held in the Trust Account as a result of their ownership
of the Founder Shares or the Private Placement Units, as applicable. As a consequence, a liquidating distribution will be made only with
respect to the public shares.
If the Company
liquidates, the Sponsor has agreed to indemnify us to the extent any claims by a third party for services rendered or products sold to
us, or any claims by a prospective target business with which we have discussed entering into an acquisition agreement, reduce the amount
of funds in the Trust Account to below (i) $10.15 per public share or (ii) such lesser amount per public share held in the
Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case
net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to our Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”.
Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy
those obligations. Based upon the current amount in the Trust Account, we anticipate that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $12.01 without regard to any taxes which have been not yet
withdrawn that are due and not yet paid and reimbursed. Nevertheless, the Company cannot assure you that the per share distribution from
the Trust Account, if the Company liquidates, will not be less than $12.01, plus interest, due to unforeseen claims of creditors.
Under the
DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them
in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that
it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be
brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day
waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder,
and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Because the
Company will not be complying with Section 280 of the DGCL as described in our IPO prospectus filed with the U.S. Securities and
Exchange Commission (the “SEC”), Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to
us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and
our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be
from our vendors (such as lawyers or investment bankers) or prospective target businesses.
If the Extension
Amendment Proposal is approved, the Company, pursuant to the terms of the investment management trust agreement, dated May 4, 2021,
by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove
from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly
redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders
of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account
and be available for use by the Company to complete a Business Combination on or before the Extended Date. Holders of public shares who
do not redeem their public shares at this time will retain their redemption rights and their ability to vote on a Business Combination
through the Extended Date if the Extension Amendment Proposal is approved.
Our Board
has fixed the close of business on January 3, 2025 as the date for determining the stockholders entitled to receive notice of and
vote at the Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled
to have their votes counted at the Meeting or any adjournment thereof. On the record date of the Meeting, there were 2,848,121 shares
of Class A common stock and 2,371,813 shares of Class B common stock outstanding. The Company’s warrants do not have
voting rights in connection with the proposals.
This Proxy
Statement contains important information about the Meeting and the proposals. Please read it carefully and vote your shares.
We
will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy to assist in the
solicitation of proxies for the Meeting. We have agreed to pay Advantage Proxy a fee of $7,500. We will also reimburse Advantage
Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims,
liabilities, losses, damages, and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit
proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for
soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to
beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate a Business Combination if
the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a Business
Combination.
This Proxy
Statement is dated January 7, 2025 and is first being mailed to stockholders on or about January 15, 2025.
| January 13, 2025 |
By Order of the Board
of Directors |
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/s/ Jeff Ransdell |
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Jeff Ransdell |
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Chief Executive Officer |
QUESTIONS
AND ANSWERS ABOUT THE MEETING
These Questions
and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you.
You should read carefully the entire document, including the annex to this Proxy Statement.
| Why am I receiving this Proxy Statement? |
|
We are a blank check company formed in Delaware in December 2020,
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses, which we refer to as our initial business combination. On May 7, 2021, we consummated
our IPO from which we derived gross proceeds of approximately $160 million in the aggregate. The amount in the Trust Account was
initially $10.15 per public share but was increased to $12.01 without regard to any taxes which have been not yet withdrawn that
are due and not yet paid and reimbursed — per public share in connection with the prior extensions of the termination date
to February 7, 2025. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust
to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated
on or before a certain date (in our case, February 7, 2025). Our Board believes that it is in the best interests of the stockholders
to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination. |
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This proxy statement and the accompanying materials are being sent to you in connection
with the solicitation of proxies by the Board, for use at the special meeting of stockholders to be held on January 31, 2025
at 10:00 a.m., local time, at the offices of the Company located at 50 Biscayne Boulevard, Suite 2406, Miami, FL 33132, or at
any adjournments or postponements thereof. |
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This proxy statement summarizes the information that you need to make an informed
decision on the proposals to be considered at the special meeting. The purpose of the Extension Amendment Proposal and, if necessary,
the Adjournment Proposal, is to allow us additional time to complete the Business Combination. |
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| What is being voted on? |
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You are being asked to vote on two proposals: |
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·
a proposal to amend our charter to extend
the date by which we have to consummate a Business Combination from February 7, 2025 to February 7, 2026 or such earlier
date as determined by the Board; and |
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·
a proposal to approve the adjournment of
the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. |
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The Extension Amendment Proposal is required for the implementation of our Board’s
plan to extend the date that we have to complete our Business Combination. The purpose of the Extension Amendment is to allow the
Company more time to complete the Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation
of the Extension. |
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If the Extension Amendment Proposal is approved, we will, pursuant
to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their
portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating
a Business Combination on or before the Extended Date. |
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We will not proceed with the Extension if redemptions of our public shares cause
us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. |
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If the Extension Amendment Proposal is approved and the Extension is implemented,
the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust
Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal
is approved. In such event, we may need to obtain additional funds to complete the Business Combination, and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all. |
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If the Extension Amendment Proposal is not approved and we have not consummated
the Business Combination by February 7, 2025, we will (i) cease all operations except for the purpose of winding up, as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem
100% of the outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and |
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(ii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors
and other requirements of applicable law. |
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There will be no distribution from the Trust Account with respect to our warrants,
which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and the Representative will
not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units,
as applicable. |
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| Why is the Company proposing the Extension Amendment Proposal? |
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Our charter provides for the return
of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying
Business Combination consummated on or before February 7, 2025. As explained below, we will not be able to complete the Business
Combination by that date and therefore, we are asking for an extension of this timeframe. |
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The purpose of the
Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business
Combination. There is no assurance that the Company will be able to consummate the Business Combination, given all the actions that
must occur prior to February 7, 2025. |
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The Company believes that given its
expenditure of time, effort, and money on finding a Business Combination, circumstances warrant providing public stockholders an
opportunity to consider the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our
charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a Business Combination, (ii) cease
our operations if we fail to complete such Business Combination, and (iii) redeem or repurchase 100% of our Class A common
stock included as part of the units sold in our IPO from February 7, 2025 to February 7, 2026. |
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You are not being asked to vote
on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided
that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote
on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date. |
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| Why is the Company proposing
the Adjournment Proposal? |
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The Company is proposing the Adjournment
Proposal to provide flexibility to adjourn the Meeting to give the Company more time to seek approval of the Extension Amendment
Proposal if necessary. If the Adjournment Proposal is not approved, the Company will not have the ability to adjourn the Meeting
to a later date for the purpose of soliciting additional proxies. In such event, the Extension would not be completed, the Company
would cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject
to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. |
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| Why should I vote “FOR”
the Extension Amendment Proposal? |
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Our Board believes stockholders should
have an opportunity to evaluate the Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to
amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a Business Combination,
(ii) cease our operations if we fail to complete such Business Combination, and |
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(iii) redeem
or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from February 7,
2025 to February 7, 2026 or such earlier date as determined by the Board. The Extension would give the Company the opportunity
to complete the Business Combination. |
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Our charter provides
that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our Business Combination before February 7, 2025, we will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes
payable), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect
our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business
Combination in the timeframe contemplated by the charter. |
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Our Board recommends that you vote
in favor of the Extension Amendment Proposal. |
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| Why should I vote “FOR”
the Adjournment Proposal? |
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If the Adjournment Proposal is not
approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. |
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| When would the Board abandon
the Extension Amendment Proposal? |
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Our Board will abandon the Extension
Amendment if our stockholders do not approve the Extension Amendment Proposal. In addition, notwithstanding stockholder approval
of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any
time without any further action by our stockholders. In addition, we will not proceed with the Extension if the number of redemptions
or repurchases of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension
Amendment Proposal. |
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| How do the Company insiders intend
to vote their shares? |
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All of our directors, executive officers,
Sponsor, and their respective affiliates are expected to vote any common stock over which they have voting control (including any
public shares owned by them) in favor of the Extension Amendment Proposal and the Adjournment Proposal. Currently, the Sponsor and
our officers and directors own approximately 92.74% of our issued and outstanding shares of common stock, including 2,128,715 shares
of Class A Common Stock and 2,128,715 shares of Class B Common Stock and 583,743 Private Placement Units. The Sponsor and
our directors, executive officers and their affiliates do not intend to purchase shares of Class A common stock in the open
market or in privately negotiated transactions in connection with the stockholder vote on the Extension Amendment. |
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| What vote is required to adopt
the proposals? |
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The approval of the Extension Amendment
Proposal will require the affirmative vote of holders of at least 65% of our outstanding shares of common stock on the record date. |
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The approval of
the Adjournment Proposal will require the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy. |
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Approval of both proposals is assured
without the vote of the Public Shareholders since the Sponsor and the Company’s officers and directors intend to vote any stock
over which they have voting control in favor of the proposals. |
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| What if I don’t want to
vote “FOR” any of the proposals? |
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If you do not want the Adjournment
Proposal to be approved, you must vote against such proposal. If you do not want the Extension Amendment Proposal to be approved,
you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash
in connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you elect to redeem your public
shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment. If the Extension
Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account
and paid to the redeeming holders. |
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| Is the Company subject to the Investment Company Act of 1940? |
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The Company completed its IPO in May 2021.
As a blank check company, the efforts of the Company’s board of directors and management have been focused on searching for
a target business with which to consummate an initial business combination since the completion of its IPO. |
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With respect to the regulation of special
purpose acquisition companies like Maquia (“SPACs”), on January 24, 2024, the SEC adopted the previously proposed
rules (the “SPAC Rules”) on January 24, 2024 relating to, among other items, disclosures in business combination
transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions
involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions;
the potential liability of certain participants in proposed business combination transactions; and to the extent to which SPACs could
become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”). These
SPAC Rules may increase the costs of and the time needed to negotiate and complete an initial business combination, and may
constrain the circumstances under which we could complete an initial business combination. |
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There is currently uncertainty concerning
the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that Maquia has been operating
as an unregistered investment company. This risk may be increased if Maquia continues to hold the funds in the Trust Account in short-term
U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the
trustee to liquidate the securities in the Trust Account and hold the funds in the Trust Account in cash. |
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If Maquia is deemed
to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, it would
be subject to burdensome compliance requirements. Maquia does not believe that its principal activities will subject it to regulation
as an investment company under the Investment Company Act. However, if it is deemed to be an investment company and subject to compliance
with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which
we have not allotted funds. As a result, unless it is able to modify its activities so that it would not be deemed an investment
company, Maquia would expect to abandon its efforts to complete an initial business combination and instead to liquidate. If Maquia
is required to liquidate, Maquia’s stockholders would not be able to realize the benefits of owning stock in a successor operating
business, including the potential appreciation in the value of our stock and warrants following such a transaction, and the Maquia
Warrants would expire worthless. |
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To mitigate the risk that we could
be deemed to be an investment company for purposes of the Investment Company Act, following the Third Extension, we instructed the
trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing
demand deposit account at a bank until the earlier of the consummation of a Business Combination or our liquidation. Following the
liquidation of securities in the Trust Account, we may receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the Company |
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Until May 2023, the funds in the
Trust Account had, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in
money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under
the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including
under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the
Investment Company Act, following the Third Extension, we instructed the trustee with respect to the Trust Account to liquidate the
U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds
in the Trust Account in an interest-bearing demand deposit account at a bank until the earlier of consummation of an initial business
combination or liquidation of the Company. Following such liquidation, we may receive less interest on the funds held in the Trust
Account than the interest we would have received pursuant to our original Trust Account investments; however, interest previously
earned on the funds held in the Trust Account still may be released to us to pay our taxes. Consequently, the transfer of the funds
in the Trust Account to an interest-bearing demand deposit account at a bank could reduce the dollar amount our public stockholders
would receive upon any redemption or liquidation of the Company. |
| What happens
if the Extension Amendment Proposal is not approved? |
|
Our Board will abandon
the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal. |
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If the Extension Amendment Proposal
is not approved and we have not consummated a Business Combination by February 7, 2025 we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter
subject to lawfully available funds therefor, redeem 100% of the outstanding public shares at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us (net of
taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and
the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under
the DGCL to provide for claims of creditors and other requirements of applicable law. |
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There will be no distribution from
the Trust Account with respect to our warrants which will expire worthless in the event we wind up. |
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In the event of a liquidation, the
Sponsor and the Representative will not receive any monies held in the Trust Account as a result of their ownership of the Founder
Shares or the Private Placement Units, as applicable. |
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| If the Extension Amendment Proposal
is approved, what happens next? |
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We are seeking the Extension Amendment
to provide us additional time to complete the Business Combination. Our seeking to complete the Business Combination will involve: |
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· in
the event our current Business Combination Agreement with Velocium, Inc. does not close, negotiating and executing a definitive
agreement and related agreements; |
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· completing
proxy materials; |
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· establishing
a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders; and |
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· holding
a special meeting to consider the Business Combination. |
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We are seeking approval of the Extension
Amendment Proposal because we will not be able to complete all of the tasks listed above prior to February 7, 2025. If the Extension
Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination as soon as practicable. If stockholders
approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder
approval. |
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Upon approval of
the Extension Amendment Proposal by the affirmative vote of the holders of at least 65% of the shares of the common stock outstanding
as of the record date, we will file an amendment to the charter with the Secretary of State of the State of Delaware in the form
set forth in Annex A hereto. We will remain a reporting company under the Exchange Act and our units, Class A common stock and
public warrants will remain publicly traded. |
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If the Extension Amendment Proposal
is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and
increase the percentage interest of our common stock held by our Sponsor and our directors and our officers as a result of their
ownership of the Founder Shares. |
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Notwithstanding stockholder approval
of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any
time without any further action by our stockholders. |
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| What
happens to the Company warrants if the Extension Amendment Proposal is not approved? |
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If the
Extension Amendment Proposal is not approved and we have not consummated the Business Combination by February 7, 2025, we will
(i) cease all operations except for the purpose of winding up, |
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(ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem
100% of the outstanding public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidation distributions, if any), subject to applicable law, and |
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(iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. |
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| What happens to the Company’s
warrants if the Extension Amendment Proposal is approved? |
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If the Extension Amendment Proposal
is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate
a Business Combination until the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after
the completion of a Business Combination, provided that we have an effective registration statement under the Securities Act covering
the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available
(or we permit holders to exercise warrants on a cashless basis). |
| Would I still
be able to exercise my redemption rights if I vote “AGAINST” the Business Combination? |
|
Unless you elect
to redeem your public shares at this time, you will be able to vote on the Business Combination when it is submitted to stockholders
if you are a stockholder on the record date for a meeting to seek stockholder approval of the Business Combination. If
you disagree with the Business Combination, you will retain your right to redeem your public shares upon consummation of the Business
Combination in connection with the stockholder vote to approve the Business Combination, subject to any limitations set forth in
our charter. |
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| How do I attend the meeting? |
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You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer &
Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary,
will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer &
Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows:
917-262-2373, or email proxy@continetal stock.com. |
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| How do I change or revoke my
vote? |
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You may change your vote by e-mailing a later dated, signed proxy card to our Secretary at guillermo@maquiacapital.com,
so that it is received by our Secretary prior to the Meeting or by attending the Meeting online and voting. You also may revoke your
proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Meeting. Please note,
however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian
bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Meeting and vote
at the Meeting online, you must follow the instructions included with the enclosed proxy card. |
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| How are votes counted? |
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Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and
“AGAINST” votes and abstentions. (i) Extension Amendment Proposal. The Extension Amendment Proposal must
be approved by the affirmative vote of at least 65% of the outstanding shares as of the record date of our common stock, including
the Founder Shares. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Meeting or an abstention
with respect to the Extension Amendment Proposal will have the same effect as a vote “AGAINST” such proposal. |
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(ii) Adjournment Proposal.
The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy. Accordingly, a stockholder’s failure to vote by proxy or to vote online at the Meeting will not be counted
towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established,
it will have no effect on the outcome of any vote on the Adjournment Proposal. |
| If my shares
are held in “street name,” will my broker automatically vote them for me? |
|
No. Under the
rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect
to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided
to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street
name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included
on that form regarding how to instruct your broker to vote your shares. |
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| What is a quorum requirement? |
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A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the
record date issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum. |
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Your shares will be counted towards
the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you
vote online at the Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman
of the meeting has power to adjourn the Meeting. As of the record date for the Meeting, 3,392,957 shares of our common stock would
be required to achieve a quorum. |
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| Who can vote at the Meeting? |
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Only holders of record of our common stock at the close of business on January 3, 2025 are entitled to have their vote counted
at the Meeting and any adjournments or postponements thereof. On this record date, 2,848,121 shares of Class A common
stock and 2,371,813 shares of Class B common stock were outstanding and entitled to vote. |
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Stockholder of Record: Shares Registered
in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock
Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Meeting
or vote by proxy. Whether or not you plan to attend the Meeting online, we urge you to fill out and return the enclosed proxy card
to ensure your vote is counted. |
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Beneficial Owner: Shares Registered
in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a
brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”
and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your
broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are
not the stockholder of record, you may not vote your shares online at the Meeting unless you request and obtain a valid proxy from
your broker or other agent. |
| Does the Board
recommend voting for the approval of the proposals? |
|
Yes. After careful
consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment and, if presented,
the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders
vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal, if presented. |
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| What interests do the Company’s
Sponsor, directors and officers have in the approval of the proposals? |
|
The
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a
stockholder. These interests include ownership of (i) 4,841,173 shares of our common stock consisting of 2,128,715 Class A
common stock and 2,128,715 Class B common stock (purchased for $25,000), and 583,743 Private Placement Units (purchased for
$5,837,430), held by our Sponsor, which would expire worthless if a Business Combination is not consummated and (ii) two
promissory notes in the aggregate principal amount of up to$5,063,103 issued by the Sponsor in connection with prior extensions of
the termination date to February 7, 2025. See the section entitled “The Extension Amendment Proposal — Interests of
the Sponsor and our Directors and Officers”. |
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| Do I have appraisal rights if
I object to any of the proposals? |
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Our stockholders do not have appraisal
rights in connection with the proposals under the DGCL. |
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| What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider
how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this Proxy Statement and on the enclosed proxy card. |
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| How do I vote? |
|
If you are a holder of record of our common stock, you may vote online at the Meeting or by submitting a proxy for the Meeting. Whether or not you plan to attend the Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Meeting and vote online if you have already voted by proxy.
If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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| How do I redeem my shares of
Class A common stock? |
|
If the Extension is implemented, each
of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any
stockholder vote to approve a proposed Business Combination, or if we have not consummated a Business Combination by the Extended
Date. |
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In order to exercise
your redemption rights, you must, prior to 5:00 p.m. Eastern time on January 29, 2025 (two business days before the Meeting)
tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental
Stock Transfer & Trust Company, our transfer agent, at the following address: |
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Continental Stock Transfer &
Trust Company One State Street Plaza, 30th Floor New York, New York 10004Attn: SPAC Redemption Team E-mail: spacredemptions@continentalstock.com |
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| What should I do if I receive
more than one set of voting materials? |
|
You may receive more than one set of
voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your
shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares.
Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with
respect to all of your shares. |
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| Who is paying for this proxy
solicitation? |
|
We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy to assist in
the solicitation of proxies for the Meeting. We have agreed to pay Advantage Proxy a fee of $7,500. We will also reimburse Advantage
Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims,
liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also
solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation
for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials
to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate a Business Combination
if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a Business Combination. |
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| Who can help answer my questions? |
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If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card
you should contact our proxy solicitor, Advantage Proxy, at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com. |
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You may also contact us at: |
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Maquia Capital Acquisition Corporation |
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50 Biscayne Boulevard, Suite 2406 |
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Miami, FL 33132 |
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Telephone: (305) 608-1395 |
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You may also obtain additional
information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information”. |
FORWARD-LOOKING STATEMENTS
Some
of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, a potential Business Combination, our capital resources and results of operations. Likewise, our financial statements
and all of our statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can
identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”
or the negative version of these words or other comparable words or phrases.
The
forward-looking statements contained in this proxy statement reflect our current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to
differ significantly from those expressed in any forward- looking statement. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at all). The following factors, among others, could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| · | our
ability to enter into a definitive agreement and related agreements with respect to a Business
Combination; |
| · | our
ability to complete a Business Combination; |
| · | the
anticipated benefits of a Business Combination; |
| · | the
volatility of the market price and liquidity of our securities; |
| · | the
use of funds not held in the trust account; |
| · | the
competitive environment in which our successor will operate following a Business Combination;
and |
| · | proposed
changes in SEC rules related to special purpose acquisition companies (“SPACs”). |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events, or other changes after the date of this proxy statement, except as required by applicable law. For a
further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly
from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in our Annual Report
on Form 10-K filed with the SEC on April 16, 2024, and in other reports we file with the SEC. You should not place undue reliance
on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking
statements).
RISK FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K filed with the SEC on April 16, 2024,
and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following
events occur, our business, financial condition and operating results may be materially adversely affected, or we could face liquidation.
In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties
described in the filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that
we currently believe are not material, may also become important factors that adversely affect our business, financial condition and
operating results or result in our liquidation.
There
are no assurances that the Extension will enable us to complete a Business Combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that a Business Combination
will be consummated prior to the Extended Date. Our ability to consummate any Business Combination is dependent on a variety of factors,
many of which are beyond our control. If the Extension is approved, the Company expects to seek stockholder approval of a Business Combination.
We are required to offer stockholders the opportunity to redeem shares in connection with the Extension Amendment, and we will be required
to offer stockholders redemption rights again in connection with any stockholder vote to approve a Business Combination. Even if the
Extension or a Business Combination are approved by our stockholders, it is possible that redemptions will leave us with insufficient
cash to consummate a Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption
periods in connection with the Extension and a Business Combination vote could exacerbate these risks. Other than in connection with
a redemption offer or liquidation, our stockholders may be unable to recover their investment except through sales of our shares on the
open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our
shares at favorable prices, or at all.
A 1%
U.S. federal excise tax may be imposed on us in connection with our redemptions of shares in connection with a Business Combination or
other stockholder vote pursuant to which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).
On
August 16, 2022, President Biden signed into law the Inflation Reduction Act (the “IRA”), which, among other things,
imposes a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations
and certain domestic subsidiaries of publicly traded foreign corporations. This excise tax is imposed on the repurchasing corporation
itself, not its stockholders from which shares are repurchased. Generally, the amount of the excise tax is 1% of the fair market value
of the shares repurchased at the time of the repurchase. For the purposes of calculating the excise tax, the repurchasing corporation
is permitted to net the fair market value of certain new stock issuances against the fair market value of the stock repurchases that
occur in the same taxable year. The IRA excise tax applies to repurchases that occur after December 31, 2022. Any repurchases or
redemption of our Maquia Common Stock in connection with the Business Combination may be subject to the excise tax. In connection with
the redemptions following the Third Extension, Maquia recorded excise tax of $265,380. This excise tax may be reduced by shares issued
by Maquia in 2023. Whether and to what extent we would be subject to the excise tax in connection with the Business Combination would
depend on a number of factors, including (i) the fair
market value of the redemptions and repurchases in connection with the Business Combination, (ii)
the structure of the Business Combination, (iii) the nature and amount of any other equity issuances in connection with the
Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of
the Business Combination) and (iv) the regulations and other guidance issued by the U.S. Treasury Department and the IRS. Since
the excise tax would be payable by us and not by the redeeming holder, we have yet to determine the mechanics of any required payment
of the excise taxes. Any excise tax payable by us may cause a reduction in the cash available to us to complete the Business Combination,
could affect our ability to complete the Business Combination, and may cause a reduction in amounts available for redemptions.
Accordingly,
redemptions of our Public Shares in connection with the Extension may subject us to the excise tax. Redemptions would only occur if the
Extension Proposal is approved by our stockholders and the Extension is implemented by the Board.
As
described in the section below entitled “The Extension Amendment Proposal — Redemption Rights”, if the deadline for
us to complete a Business Combination (currently, February 7, 2025 is extended, our public stockholders will have the right to require
us to redeem their Public Shares. Any redemption or other repurchase may be subject to the excise tax. The extent to which we would be
subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including: (i) the fair market
value of the redemptions and repurchases in connection with the Redemption Event, (ii) the nature and amount of any “PIPE”
or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Redemption Event
but issued within the same taxable year of the Business Combination), (iii) if we fail to timely consummate a Business Combination
and liquidate in a taxable year following a Redemption Event and (iv) the content of any proposed or final regulations and other
guidance from the Treasury Department. In addition, because the excise tax would be payable by us and not by the redeeming holders, the
mechanics of any required payment of the excise tax remains to be determined. Any excise tax payable by us in connection with a Redemption
Event may cause a reduction in the cash available to us to complete a Business Combination and could affect our ability to complete a
Business Combination.
Changes
to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations,
interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial Business
Combination.
We
are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state
and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially
other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to
comply with certain laws, regulations, interpretations and applications and any post-Business Combination company may be subject to additional
laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes
could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination.
A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business,
including our ability to negotiate and complete an initial Business Combination. The SEC has, in the past year, adopted certain rules and
may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial
Business Combination.
The
SEC has issued rules relating to certain activities of SPACs. Certain of the procedures that we, a potential Business Combination
target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete
our initial Business Combination and may constrain the circumstances under which we could complete an initial Business Combination. The
need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account or liquidate the Company at an
earlier time than we might otherwise choose.
With
respect to the regulation of special purpose acquisition companies like Maquia (“SPACs”), on January 24, 2024, the SEC
adopted the previously proposed rules (the “SPAC Rules”) on January 24, 2024 relating to, among other items, disclosures
in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements
applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business
combination transactions; the potential liability of certain participants in proposed business combination transactions; and to the extent
to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company
Act”). These SPAC Rules may increase the costs of and the time needed to negotiate and complete an initial business combination,
and may constrain the circumstances under which we could complete an initial business combination. Certain of the procedures that we,
a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rules, may increase the costs
and time of negotiating and completing an initial Business Combination, and may constrain the circumstances under which we could complete
an initial Business Combination. The need for compliance with the SPAC Rules may cause us to liquidate the funds in the Trust Account
or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless,
and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential
price appreciation of our securities.
If we are deemed to be an investment
company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities
would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be
deemed an investment company, we may abandon our efforts to complete an initial Business Combination and instead liquidate the Company.
As described further
above, the SPAC Rules relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject
to the Investment Company Act and the regulations thereunder.
If we are deemed to
be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject
to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment
company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation
under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.
As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts
to complete an initial Business Combination and instead liquidate the Company. Were we to liquidate, our warrants would expire worthless,
and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential
price appreciation of our securities.
To mitigate the risk that we could
be deemed to be an investment company for purposes of the Investment Company Act, following the Third Extension, we instructed the trustee
to liquidate the securities held in the trust account and instead to hold the funds in the trust account in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of a Business Combination or our liquidation. Following the liquidation
of securities in the trust account, we may receive less interest on the funds held in the trust account than the interest we would have
received pursuant to our original trust account investments, which could reduce the dollar amount our public stockholders would receive
upon any redemption or liquidation of the Company.
Until
May 2023, the funds in the trust account had, since our IPO, been held only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an
unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act)
and thus subject to regulation under the Investment Company Act, following the Third Extension, we instructed the trustee with
respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account
and thereafter to hold all funds in the trust account in an interest- bearing demand deposit account at a bank until the earlier of
consummation of an initial business combination or liquidation of the Company. Following such liquidation, we may receive less
interest on the funds held in the trust account than the interest we would have received pursuant to our original trust account
investments; however, interest previously earned on the funds held in the trust account still may be released to us to pay our
taxes. Consequently, the transfer of the funds in the trust account to an interest- bearing demand deposit account at a bank could
reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
We may not be able to complete a Business
Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval
by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
Certain acquisitions
or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that
would permit an Initial Business Combination to be consummated with us, we may not be able to consummate a business combination with such target.
In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.
Among
other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than
a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition,
U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition
may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or
acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States
(“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in
the United States by foreign persons in order to determine the effect of such transactions on the national security of the United
States.
Outside the United
States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or
having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications),
or in businesses where a country’s culture or heritage may be implicated.
U.S. and foreign regulators
generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified
terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with
that potential target.
As a result of these
various restrictions, the pool of potential targets with which we could complete a Business Combination may be limited and we may be adversely
affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review,
whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our Business Combination, our failure
to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders
may only receive $12.01 per share without regard to any taxes which have been not yet withdrawn that are due and not yet paid and reimbursed
at the time of the Meeting, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity
in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.
We may be deemed a “foreign
person” under the regulations relating to CFIUS and our failure to obtain any required approvals within the requisite time period
may require us to liquidate.
The
Company’s Sponsor is Maquia Investments North America, LLC, a Delaware limited liability company. The sponsor currently owns
4,841,173 shares of our common stock, consisting of 2,128,715 shares of Class A Common Stock and 2,128,715 shares of
Class B Common Stock, and 583,743 Private Placement Units, that were purchased by the Sponsor in a private placement which
occurred simultaneously with the completion of the IPO. Guillermo Cruz, the Company’s Chief Operating Officer and a U.S.
citizen, is sole managing member of the Sponsor. Other members of the Sponsor include certain officers and directors of the Company.
The sponsor is not controlled by a non-U.S. person. Approximately 51.1% of the total allocated membership interests in the Sponsor
are owned by U.S. persons on a look-through basis. Of the approximately 48.9% of interests in the Sponsor owned by non-U.S. persons
on a look- through basis, approximately 28.9% of interests are owned by persons in Mexico and approximately 6.4% of interests are
owned by persons in Guatemala. No other non-U.S. jurisdictions represent more than 5% of Sponsor interests. To the best of the
Company’s knowledge, other than the members holding an approximate 48.9% interest in the Sponsor, the Sponsor does not have
substantial ties with any non-U.S. persons.
We
do not believe that either we or our Sponsor constitute a “foreign person” under CFIUS rules and regulations.
However, if CFIUS considers us to be a “foreign person” and believes that the business of a Business Combination target
may affect national security, we could be subject to foreign ownership restrictions and/or CFIUS review. If a potential Business
Combination falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate a Business
Combination. In addition, if a potential Business Combination falls within CFIUS’s jurisdiction, we may be required to make a
mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with a Business Combination without notifying
CFIUS and risk CFIUS intervention, before or after closing the Business Combination.
Although
we do not believe we or the Sponsor are a “foreign person”, CFIUS may take a different view and decide to block or delay
a potential Business Combination, impose conditions to mitigate national security concerns with respect to a potential Business
Combination, order us to divest all or a portion of a U.S. business of the potential combined company if we had proceeded without
first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied.
Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any
potential foreign ownership by the Sponsor. As a result, the pool of potential targets with which we could complete a Business
Combination may be limited due to such regulatory restrictions. Moreover, the process of any government review, whether by CFIUS or
otherwise, could be lengthy. Because we have only a limited time to complete a Business Combination, our failure to obtain any
required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only
receive $12.01 per share without regard to any taxes which have been not yet withdrawn that are due and not yet paid and reimbursed
at the time of the Meeting, and our warrants will expire worthless. This will also cause you to lose any potential investment
opportunity in a potential Business Combination and the chance of realizing future gains on your investment through any price
appreciation in the combined company.
·
The National Securities
Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Our Class A common stock, units and warrants qualify as covered securities
under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the
states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can
regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit
or restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check
companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies
in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute,
and we would be subject to regulation in each state in which we offer our securities.
BACKGROUND
We are a blank check
company formed in Delaware in December 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, or similar business combination with one or more businesses, which we refer to as our initial business combination.
There
are currently 2,848,121 shares of our Class A common stock and 2,371,813 shares of our Class B common stock issued and
outstanding. In addition, we issued 8,654,860 warrants to purchase 4,327,430 shares of Class A common stock as part of our IPO
and warrants to purchase 583,743 shares of Class A common stock to Sponsor as part of the private placement that we consummated
simultaneously with the consummation of the IPO. Each whole warrant entitles its holder to purchase one share of Class A common
stock at an exercise price of $11.50 per share. The warrants will become exercisable on the later of: (1) 30 days after the
completion of our initial business combination, and (2) 12 months from the closing of the IPO. The warrants issued to public
stockholders will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. Once
the warrants become exercisable, the Company may redeem the outstanding warrants at a price of $0.01 per warrant, provided that the
reported last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once
the warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such
redemption and provided certain other conditions are met. The private placement warrants, however, are non-redeemable so long as
they are held by their initial purchasers or their permitted transferees.
Following
the closing of the IPO, $173.1 million of the net proceeds of the sale of the Maquia Units and the additional proceeds from the
Private Placement Units were placed in the Trust Account. Except for a portion of the interest earned on the funds held in the Trust
Account that may be released to Maquia to pay taxes, the funds held in the Trust Account may not be released from the Trust Account
until the earlier of the completion of Maquia’s initial business combination and the redemption of 100% of its Public Shares
if Maquia is unable to consummate a business combination by the deadline (unless such date is further extended in accordance with
the existing governing documents) or obtain the approval of Maquia’s stockholders to extend the deadline for Maquia to
consummate an initial business combination.
In connection with
the Second Extension, Third Extension, Fourth Extension and Fifth Extension, stockholders holding 13,769,910; 2,449,091; 93,402 &
861,653 shares of Maquia Class A Common Stock, respectively, exercised their right to redeem their shares for a pro rata portion
of the funds in the Trust Account. As a result of the redemptions following the Second Extension, Third Extension Fourth and Fifth Extension,
approximately $143.5 million, $26 million, $1.03 million and $9.3 million was removed from the Trust Account to pay redeeming stockholders,
respectively. Following such redemptions, Maquia has 135,663 Public Shares outstanding.
To
date, the Sponsor has deposited an aggregate of $5,063,103 of Extension Payments into the trust account and intends to continue to
extend the Termination Date up to February 7, 2026. In connection with the votes to approve the Extensions, the holders of 17.2
million shares of Class A common stock properly exercised their right to redeem their shares for cash at an average redemption
price of approximately $11.01 per share, for an aggregate redemption amount of approximately $178.8 million. If Maquia opts not to
utilize any remaining portion of the extension period prior to February 7, 2025, then Maquia will liquidate and dissolve
promptly in accordance with the Existing Certificate of Incorporation, and its Sponsor’s obligation to make additional
contributions will terminate.
Following
the collective Extensions and public shareholder redemptions, there is $1,629,678.12 in our Trust Account. The total amount of Extension
Payments deposited is $5,063,103. The total amount deposited by the Sponsor since the IPO is $11,963,543 as of June 28, 2024. Our
Trust Account is held in the United States and maintained by Continental Stock Transfer & Trust Company, acting as trustee,
invested in U.S. “government securities”, within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
which we refer to as the “1940 Act”, with a maturity of 185 days or less or in any open ended investment company that holds
itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the
consummation of a Business Combination or (ii) the distribution of the proceeds in the Trust Account.
You are not being
asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to
vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.
THE SPECIAL MEETING
Overview
Date,
Time and Place. The Meeting of the Company’s stockholders will be held at 10:00 a.m. Eastern Time on January 31,
2025 as a virtual meeting. You will be able to attend, vote your shares and submit questions during the Meeting via a live webcast available
at https://www.cstproxy.com/maquiacapital/2025. The Meeting will be held virtually over the internet by means of a live audio webcast.
Only stockholders who own shares of our common stock as of the close of business on the record date will be entitled to attend the virtual
meeting.
To register for the
virtual meeting, please follow these instructions as applicable to the nature of your ownership of our common stock.
If
your shares are registered in your name with our transfer agent and you wish to attend the online- only virtual meeting, go to https://www.cstproxy.com/maquiacapital/2025,
enter the control number you received on your proxy card and click on the “Click here” to preregister for the online meeting
link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control
number. Pre-registration is recommended but is not required in order to attend.
Beneficial
stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative
at the bank, broker, or other nominee that holds their shares and e-mail
a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who
e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the
online-only meeting. After contacting our transfer agent, a beneficial holder will receive an e-mail prior to the meeting with a
link and instructions for entering the virtual meeting. Beneficial stockholders should contact our transfer agent at least five
business days prior to the meeting date.
Quorum.
A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on
the record date issued and outstanding and entitled to vote at the Meeting, present in person or represented by proxy, constitute a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank
or other nominee) or if you vote online at the Meeting. Abstentions will be counted towards the quorum requirement. In the absence of
a quorum, the chairman of the meeting has power to adjourn the Meeting. As of the record date for the Meeting, 3,953,031 shares of our
common stock would be required to achieve a quorum.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Meeting, if you owned the Company’s
Class A common stock at the close of business on January 3, 2025, the record date for the Meeting. You will have one vote per
proposal for each share of the Company’s common stock you owned at that time. The Company’s warrants do not carry voting rights.
Votes
Required. Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 65% of
the Company’s common stock outstanding on the record date, including the Founder Shares. If you do not vote or you abstain
from voting on a proposal, your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the
same effect as “AGAINST” votes. Approval of the Adjournment Proposal will require the affirmative vote of the holders of
a majority of the votes cast by stockholders, represented in person (including virtually) or by proxy at the Meeting and entitled to
vote thereon. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by proxy or online at
the Meeting will have no effect on the outcome of the Adjournment Proposal. If you do not want the Adjournment Proposal approved,
you must vote “AGAINST” the Adjournment Proposal.
At the close of business
on the record date of the Meeting, there were 2,848,121 shares of Class A common stock outstanding and 2,371,813 shares of Class B
Common Stock outstanding, each of which entitles its holder to cast one vote per proposal.
If
you do not want the Extension Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension
Amendment. You will be entitled to redeem your public shares for cash in connection with this vote whether or not you vote on
the Extension Amendment Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in
the Trust Account in connection with the Extension Amendment Proposal.
The Company anticipates
that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would
receive payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by the Board on the proposals being presented to
stockholders at the Meeting. The Company has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. No
recommendation is being made as to whether you should elect to redeem your public shares. Proxies may be solicited in person or by
telephone. If you grant a proxy, you may still revoke your proxy and vote your shares online at the Meeting if you are a holder of record
of the Company’s common stock. You may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
Additional Considerations relating to
the Extension Amendment Proposal
The affirmative vote
by holders of at least 65% of the Company’s outstanding shares of common stock, including the Founder Shares, is required to approve
the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented
and, if the Business Combination has not been consummated by February 7, 2025, the Company will be required by its charter to (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us (net of
taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance
with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims
of creditors and other requirements of applicable law. Stockholder approval of the Extension Amendment is required for the implementation
of our Board’s plan to extend the date by which we must consummate our Business Combination. Therefore, our Board will abandon and
not implement such amendment unless our stockholders approve the Extension Amendment Proposal. Notwithstanding stockholder approval of
the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension Amendment at any time without
any further action by our stockholders.
The Sponsor and all
of our directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension
Amendment Proposal. On the record date, the Sponsor and our directors and executive officers of the Company and their affiliates beneficially
owned and were entitled to vote 4,841,173 shares of our common stock, consisting of 2,128,715 shares of Class A Common Stock and
2,128,715 shares of Class B Common Stock and 583,743 Private Placement Units, representing approximately 92.74% of the Company’s
issued and outstanding shares of common stock. The Sponsor and our directors, executive officers and their affiliates do not intend to
purchase shares of Class A common stock in the open market or in privately negotiated transactions in connection with the stockholder
vote on the Extension Amendment.
Interests of the Sponsor, Directors and
Officers
When you consider the
recommendation of our Board, you should keep in mind that the Sponsor, executive officers and members of our Board have interests that
may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
| · | the fact that the Sponsor holds 4,841,173 shares of our common stock, consisting of 2,128,715 shares of Class A Common Stock
and 2,128,715 shares of Class B Common Stock and 583,743 Private Placement Units, which would expire worthless if a Business Combination
is not consummated; |
| · | the fact that the Sponsor currently holds promissory notes in the principal amount of $5,063,103 outstanding, of which up to $1,500,000
may be convertible into units identical to the Private Placement Units upon the closing a Business Combination; |
| · | the fact that since the IPO through June 28, 2024 the Sponsor has deposited a total of $11,963,543 in the Trust Account. |
| · | the fact that, unless the Company consummates the Business Combination, the Sponsor will not receive reimbursement for any out-of-pocket
expenses incurred by it on behalf of the Company to the extent that such expenses exceed the amount of available proceeds not deposited
in the Trust Account; |
| · | the fact that, if the Trust Account is liquidated, including in the event we are unable to complete a Business Combination within
the required time period, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below
$10.15 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective
target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products
sold to us, but only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust
Account; and |
| · | the fact that none of our officers or directors has received any cash compensation for services rendered to the Company. |
| · | In connection with the IPO, our sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the
trust account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services
rendered, contracted for or products sold to the Company; |
| · | All rights specified in our charter relating to the right of officers and directors to be indemnified by the Company will continue
after a business combination. If the business combination is not approved and the Company liquidates, it will not be able to perform its
obligations to its officers and directors under those provisions; |
The Board’s Reasons for the Extension
Amendment Proposal and Its Recommendation
As discussed below,
after careful consideration of all relevant factors, our Board has determined that the Extension Amendment is in the best interests of
the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends
that you vote “FOR” such proposal.
As previously announced,
on July 15, 2024, we entered into the Business Combination Agreement with Merger Sub and Velocium, Inc. If the Business Combination
Agreement and the transactions contemplated thereby are adopted and approved by our stockholders, and the Proposed Business Combination
is subsequently completed, Merger Sub will merge with and into the Company, with Velocium, Inc. continuing as the surviving company
after the Merger, as a result of which the Company will become an indirect, wholly owned subsidiary of the Company. The Proposed Business
Combination is subject to customary conditions of the respective parties, including the approval of the Proposed Business Combination
by our stockholders.
Our
Board has unanimously (i) approved and declared advisable the Business Combination Agreement and the Proposed Business
Combination and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the
stockholders of the Company. We will hold a meeting of stockholders to consider and approve the Proposed Business Combination and a
proxy statement/ prospectus will be sent to all of our stockholders. We and other parties to the Business Combination Agreement are
working towards satisfaction of the conditions to completion of the Business Combination, including the necessary filings with the
SEC related to the transaction, but have determined that there may not be sufficient time before February 7, 2025, to hold a
special meeting to obtain the requisite stockholder approval of, and/or to consummate, the Proposed Business Combination.
The
purpose of the Charter Amendment Proposal is to allow us more time to complete the Proposed Business Combination. The Board
currently believes that there may not be sufficient time before February 7, 2025, to complete a business combination.
Accordingly, our Board believes that to be able to consummate an initial business combination, we will need to obtain the Extension.
Therefore, our Board has determined that it is in the best interests of our stockholders to further extend the date that we have to
consummate a business combination to the Extended Date so that our stockholders have the opportunity to participate in this
investment.
Our charter provides
that the Company has until February 7, 2025, to complete the purposes of the Company including, but not limited to, effecting a
Business Combination under its terms.
Our charter states
that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing
of the Company’s obligation to redeem 100% of the Company’s public shares if it does not complete a Business Combination before
February 7, 2025 the Company will provide its public stockholders with the opportunity to redeem all or a portion of their public
shares upon such approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this
charter provision was included to protect the stockholders from having to sustain their investments for an unreasonably long period if
the Company failed to find a suitable Business Combination in the timeframe contemplated by the charter.
In addition, the Company’s
IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock,
including the Founder Shares, is required to extend our corporate existence in connection with the consummation of a Business Combination.
Because we continue to believe that a Business Combination would be in the best interests of our stockholders and because we will not
be able to conclude a Business Combination within the permitted time period, the Board has determined to seek stockholder approval to
extend the date by which we have to complete a Business Combination beyond February 7, 2025 to the Extended Date.
The Company is not
asking you to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public
shares, you will retain the right to vote on the Business Combination in the future and the right to redeem your public shares at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares, in the event the Business Combination is approved and
completed or the Company has not consummated another Business Combination by the Extended Date.
After careful consideration
of all relevant factors, the Board determined that the Extension Amendment is in the best interests of the Company and its stockholders.
Recommendation of the Board
Our Board unanimously
recommends that our stockholders vote “FOR” the approval of the Extension Amendment Proposal.
THE EXTENSION AMENDMENT PROPOSAL
The Company is proposing
to amend its charter to extend the date by which the Company has to consummate a business combination to the Extended Date.
The Extension Amendment
Proposal is required for the implementation of the Board’s plan to allow us more time to complete our Business Combination.
If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by February 7, 2025, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not
previously released to us (net of taxes payable), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of
applicable law.
A copy of the proposed
amendment to the charter of the Company is attached to this Proxy Statement in Annex A.
Reasons for the Extension Amendment Proposal
The Company’s
charter provides that the Company has until February 7, 2025 to complete a Business Combination. The purpose of the Extension Amendment
is to allow the Company more time to complete its Business Combination.
The Company’s
IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock,
including the Founder Shares, is required to extend our corporate existence in connection with consummation of a Business Combination.
Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares
in the case our corporate existence is extended as described above. Because we continue to believe that a Business Combination would be
in the best interests of our stockholders, and because we will not be able to conclude a Business Combination within the permitted time
period, the Board has determined to seek stockholder approval to extend the date by which we have to complete a Business Combination beyond
February 7, 2025 to the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in order to seek
stockholder approval of the Business Combination.
We believe that the
foregoing charter provision was included to protect stockholders from having to sustain their investments for an unreasonably long period
if we failed to find a suitable Business Combination in the timeframe contemplated by the charter.
If the Extension Amendment Proposal
is Not Approved
Stockholder approval
of the Extension Amendment is required for the implementation of our Board’s plan to extend the date by which we must consummate
our Business Combination. Therefore, our Board will abandon and not implement the Extension Amendment unless our stockholders approve
the Extension Amendment Proposal.
If
the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by February 7, 2025, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not
previously released to us (net of taxes payable), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and
liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other
requirements of applicable law.
There will be no distribution
from the Trust Account with respect to the Company’s warrants which will expire worthless in the event we wind up. In the event
of a liquidation, the Sponsor and the Representative will not receive any monies held in the Trust Account as a result of their ownership
of the Founder Shares or the Private Placement Units, as applicable.
If the Extension Amendment Proposal
Is Approved
If the Extension Amendment
Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form
set forth in Annex A hereto to extend the time it has to complete a Business Combination until the Extended Date. The Company will
remain a reporting company under the Exchange Act and its units, Class A common stock and public warrants will remain publicly traded.
The Company will then continue to work to consummate the Business Combination by the Extended Date.
Notwithstanding stockholder
approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension at any time without
any further action by our stockholders.
You are not being
asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares,
provided that you are a stockholder on the record date for a meeting to consider the Business Combination, you will retain the right to
vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event
the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.
If the Extension Amendment
Proposal is approved, and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with
the Election will reduce the amount held in the Trust Account. The Company cannot predict the amount that will remain in the Trust Account
if the Extension Amendment Proposal is approved. We will not proceed with the Extension if redemptions or repurchases of our public shares
cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
Redemption Rights
If the Extension Amendment
Proposal is approved, and the Extension is implemented, each public stockholder may seek to redeem its public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of
taxes payable), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their public
shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to
approve a proposed Business Combination, or if the Company has not consummated a Business Combination by the Extended Date.
TO EXERCISE YOUR
REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER &
TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE
HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on January 29, 2025 (two business
days before the Meeting), you must elect either to physically tender your stock certificates to the transfer agent, Continental
Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New
York, New York 10004, Attn: SPAC Redemption Team, e-mail: spacredemptions@continentalstock.com, or to deliver your
shares to the transfer agent electronically using DTC’s DWAC system, which election would likely be determined based on the
manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m. Eastern time on
January 29, 2025 (two business days before the Meeting) ensures that a redeeming holder’s election is irrevocable once
the Extension Amendment Proposal is approved. In furtherance of such irrevocable election, stockholders making the election will not
be able to tender their shares after the vote at the Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder, or its
shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through
the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s
broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the tendering broker $100 and the broker would determine whether or not to
pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least
two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the
brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to
make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical
stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption
rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior to 5:00 p.m. Eastern time on January 29, 2025 (two
business days before the Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that
a public stockholder tenders its shares and decides prior to the vote at the Meeting that it does not want to redeem its shares, the
stockholder may withdraw the tender. If you delivered your shares for redemption to the transfer agent and decide prior to the vote
at the Meeting not to redeem your public shares, you may request that the transfer agent return the shares (physically or
electronically). You may make such request by contacting the transfer agent at the address listed above. In the event that a public
stockholder tender shares and the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical
certificates representing these shares will be returned to the stockholder promptly following the determination that the Extension
Amendment Proposal will not be approved. The Company anticipates that a public stockholder who tenders shares for redemption in
connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for such shares
soon after the completion of the Extension Amendment. The transfer agent will hold the certificates of public stockholders that make
the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded,
the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the Trust Account will be approximately $12.01 without regard to any taxes which have been not yet withdrawn that are
due and not yet paid and reimbursed at the time of the Meeting. The closing price of the Company’s Class A common stock on
January 7, 2025 was $11.29.
If you exercise your
redemption rights, you will be exchanging your shares of the Company’s Class A common stock for cash and will no longer own
the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to
the Company’s transfer agent prior to 5:00 p.m. Eastern time on January 29, 2025 (two business days before the Meeting).
The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension.
Possible Claims Against and Impairment
of the Trust Account
To protect amounts
held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services
rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement,
reduce the amount of funds in the trust account to below: (1) $10.00
per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust
account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes,
except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible
to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds
to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our Company and, therefore, our
Sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. As a result, if we
liquidate, the per-share distribution from the trust account could be less than $10.00 due to claims or potential claims of creditors.
We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate amount then on
deposit in the trust account, including any interest earned on the funds held in the trust account net of interest (which interest shall
be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses).
In
the event that the proceeds in the trust account are reduced below $10.00 per public share and our sponsor asserts that it is unable
to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our sponsor to enforce such indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our sponsor to enforce such indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in
any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds
in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal,
if adopted, will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment
Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the Extension Amendment Proposal. In no event will our Board adjourn the Meeting beyond January 31, 2025.
Consequences if the Adjournment Proposal
is Not Approved
If the Adjournment
Proposal is not approved by our stockholders, our Board may not be able to adjourn the Meeting to a later date in the event that there
are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Vote Required for Approval
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in
person or by proxy at the Meeting. Accordingly, if a valid quorum is otherwise established, a stockholder’s failure to vote by
proxy or online at the Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be
counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the
Adjournment Proposal.
Recommendation of the Board
Our Board unanimously
recommends that our stockholders vote “FOR” the approval of the Adjournment Proposal.
UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS
The following discussion
is a non-exhaustive summary of certain United States federal income tax considerations for holders of our Class A common stock with
respect to the exercise of redemption rights in connection with the approval of the Extension Amendment Proposal. This non-exhaustive
summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the Treasury
Department, current administrative interpretations and practices of the Internal Revenue Service (the “IRS”), and judicial
decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive
effect. No assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax
considerations described below.
This non-exhaustive
summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of
their individual circumstances, such as investors (i) subject to special tax rules (e.g., financial institutions, insurance
companies, mutual funds, pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated
investment companies, real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations
(including private foundations)), (ii) that will hold Class A common stock as part of a “straddle”, “hedge”,
“conversion”, “synthetic security”, “constructive ownership transaction”, “constructive sale”,
or other integrated transaction for United States federal income tax purposes, (iii) subject to the applicable financial statement
accounting rules of Section 451(b) of the Code, (iv) subject to the alternative minimum tax provisions of the Code,
U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, (v) that actually
or constructively own five percent or more of the Class A common stock of the Company, and (vi) that are Non-U.S. Holders (as
defined below, and except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those
summarized below. In addition, this non-exhaustive summary does not discuss any state, local, or non-United States tax considerations,
any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this non-exhaustive
summary is limited to investors that hold our Class A common stock as “capital assets” (generally, property held for
investment) under the Code.
If a partnership (including
an entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Class A common stock,
the tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership
and certain determinations made at the partner level. If you are a partner of a partnership holding our Class A common stock, you
are urged to consult your tax advisor regarding the tax consequences of a redemption.
WE URGE HOLDERS
OF OUR CLASS A COMMON STOCK CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED
STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations
to U.S. Holders
This
section is addressed to U.S. Holders of the Company’s Class A common stock that elect to have their Class A common stock
of the Company redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner that so redeems its
Class A common stock of the Company and is:
| · | an individual who is a United States citizen or resident of the United States; |
| · | a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of Columbia; |
| · | an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or |
| · | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more
United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that
has in effect a valid election under applicable the Treasury Department regulations to be treated as a United States person. |
Redemption
of Class A Common Stock
In
the event that a U.S. Holder’s Class A common stock of the Company is redeemed, the treatment of the transaction for U.S.
federal income tax purposes will depend on whether the redemption qualifies as a sale of the Class A common stock under
Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the total number of shares
of the Company’s stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as a
result of owning warrants) relative to all of the Company’s shares both before and after the redemption. The redemption of
Class A common stock generally will be treated as a sale of the Class A common stock (rather than as a distribution) if
the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a
“complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a
dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the
U.S. Holder, but also shares of the Company’s stock that are constructively owned by it. A U.S. Holder may constructively own,
in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an
interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an
option, which would generally include Class A common stock that could be acquired pursuant to the exercise of the warrants. In
order to meet the substantially disproportionate test, the percentage of the Company’s outstanding voting stock actually and
constructively owned by the U.S. Holder immediately following the redemption of Class A common stock must, among other
requirements, be less than 80% of the Company’s outstanding voting stock actually and constructively owned by the U.S. Holder
immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if either (i) all of
the shares of the Company’s stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the
shares of the Company’s stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and
effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder
does not constructively own any other stock. The redemption of the Class A common stock will not be essentially equivalent to a
dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s
proportionate interest in the Company. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s
proportionate interest in the Company will depend on the particular facts and circumstances. However, the IRS has indicated in a
published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held
corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction”.
If
none of the foregoing tests are satisfied, then the redemption will be treated as a distribution and the tax effects will be as
described in the subsection below entitled “U.S. Federal Income Tax Considerations to U.S. Holders — Taxation of
Distributions”.
U.S.
Holders of the Company’s Class A common stock considering exercising their redemption rights should consult their own tax advisors
as to whether the redemption of their Class A common stock of the Company will be treated as a sale or as a distribution under the
Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If
the redemption qualifies as a sale of Class A common stock, a U.S. Holder must treat any gain or loss recognized as capital
gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the
Class A common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an amount equal
to the difference between (i) the amount of cash received in such redemption (or, if the Class A common stock is held as
part of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the
Class A common stock based upon the then fair market values of the Class A common stock and the one-half of one warrant
included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its Class A common stock so redeemed. A U.S.
Holder’s adjusted tax basis in its Class A common stock generally will equal the U.S. Holder’s acquisition cost
(that is, the portion of the purchase price of a unit allocated to a share of Class A common stock or the U.S. Holder’s
initial basis for Class A common stock received upon exercise of a whole warrant) less any prior distributions treated as a
return of capital. Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The
deduction of capital losses is subject to limitations.
Taxation of Distributions
If
the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a distribution.
In general, any distributions to U.S. Holders generally will constitute dividends for United States federal income tax purposes to
the extent paid from the Company’s current or accumulated earnings and profits, as determined under United States federal
income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital
that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Company’s
Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the
Class A common stock and will be treated as described in the subsection above entitled “U.S. Federal Income Tax
Considerations to U.S. Holders — Gain or Loss on a Redemption of Class A Common Stock Treated as a Sale”. Dividends
the Company pays to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the
requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are met, dividends
the Company pays to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable at
a reduced rate.
U.S. Federal Income Tax Considerations
to Non-U.S. Holders
This section is addressed
to Non-U.S. Holders of the Company’s Class A common stock that elect to have their Class A common stock redeemed for cash.
For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its
Class A common stock of the Company and is not a U.S. Holder.
Redemption of Class A Common Stock
The characterization
for United States federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A common stock generally will
correspond to the United States federal income tax characterization of such a redemption of a U.S. Holder’s Class A common
stock, as described in the subsection above entitled “U.S. Federal Income Tax Considerations to U.S. Holders”.
Non-U.S.
Holders of the Company’s Class A common stock considering exercising their redemption rights should consult their own tax advisors
as to whether the redemption of their Class A common stock will be treated as a sale or as a distribution under the Code.
Gain or Loss on a Redemption of Class A
Common Stock Treated as a Sale
If the redemption qualifies
as a sale of Class A common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding
tax in respect of gain recognized on a sale of its Class A common stock of the Company, unless:
| · | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under
certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder),
in which case the Non-U.S. Holder will generally be subject to
the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits
tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty); |
| · | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption
takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to
a 30% tax on the individual’s net capital gain for the year; or |
| · | the Company is or has been a “U.S. real property holding corporation” for United States federal income tax purposes at
any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held the
Company’s Class A common stock, and, in the case where shares of the Company’s
Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively,
more than 5% of the Company’s Class A common stock at any time within the shorter of the five-year period preceding the disposition
or such Non-U.S. Holder’s holding period for the shares of the Company’s Class A common stock. We do not believe the
Company is or has been a U.S. real property holding corporation. |
Taxation of Distributions
If
the redemption does not qualify as a sale of Class A common stock, the Non-U.S. Holder will be treated as receiving a
distribution. In general, any distributions the Company makes to a Non-U.S. Holder of shares of the Company’s Class A
common stock, to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under United
States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends
are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, the Company
will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for
a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for
such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S.
Holder’s adjusted tax basis in its shares of the Company’s Class A common stock and, to the extent such
distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the
Class A common stock, which will be treated as described above in the subsection entitled “U.S. Federal Income Tax
Considerations to Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common
Stock”. Dividends the Company pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s
conduct of a trade or business within the United States generally will not be subject to United States withholding tax, provided
such Non-U.S. Holder complies with certain certification and disclosure requirements. Instead, such dividends generally will be
subject to United States federal income tax, net of certain deductions, at the same graduated individual or corporate rates
applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable income tax treaty).
If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch
profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
As previously noted
above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes
only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. We once again urge you to consult
with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal,
state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment
Proposal.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table
sets forth information regarding the beneficial ownership of the Company’s common stock as of the record date based on information
obtained from the persons named below, with respect to the beneficial ownership of shares of the Company’s common stock, by:
| · | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
| · | each of our executive officers and directors that beneficially owns shares of common stock; and |
| · | all our officers and directors as a group. |
In the table below,
percentage ownership is based on the 5,219,934 shares of our common stock, consisting of (i) 2,848,121 shares of our Class A
common stock and (ii) 2,371,813 shares of our Class B common stock, issued and outstanding as of the record date. The Sponsor
owns 2,712,458 shares of Class A common stock, which includes 2,128,715 Class A common stock and the 583,743 private placement
units.
On all matters to be
voted upon, except as required by law, holders of the shares of Class A common stock and shares of Class B common stock vote
together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on
a one-for-one basis.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants
are not exercisable within 60 days of the record date for the Meeting.
| | |
Class A
Common Stock | | |
Class B
Common Stock | | |
| |
| Name and Address
of Beneficial Owner(1) | |
Number of
Shares
Beneficially
Owned | | |
Approximate
Percentage
of Class | | |
Number of
Shares
Beneficially
Owned | | |
Approximate
Percentage
of Class | | |
Approximate
Percentage of
Outstanding
Common
Stock | |
| Maquia Investments North America, LLC(2) | |
| 2,712,458 | | |
| 95.2 | % | |
| 2,128,715 | | |
| 89.75 | % | |
| 92.7 | % |
| Jeff Ransdell | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Jeronimo Peralta | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Guillermo Cruz(2) | |
| 2,712,458 | | |
| 95.2 | % | |
| 2,128,715 | | |
| 89.75 | % | |
| 92.7 | % |
| Maggie Vo | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Guillermo Cruz Reyes | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Luis Armando Alvarez | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Pedro Manuel Zorrilla Velasco | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Luis Antonio Maquez-Heine | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| All executive officers and directors as a group (eight individuals) | |
| 2,712,458 | | |
| 95.2 | % | |
| 2,128,715 | | |
| 89.75 | % | |
| 92.7 | % |
| (1) |
Unless otherwise noted, the business address of each of the following entities or individuals is c/o 2901 Florida Avenue, Suite 840, Miami, FL 33133. |
| (2) |
Maquia Investments North America, LLC, our Sponsor, is the record holder of the securities reported herein. Guillermo Cruz, is the director and stockholder of our Sponsor. By virtue of this relationship, Guillermo Cruz may be deemed to share beneficial ownership of the securities held of record by our Sponsor. Guillermo Cruz disclaims any such beneficial ownership except to the extent of his pecuniary interest. |
STOCKHOLDER PROPOSALS
Our
bylaws provide notice procedures for stockholders to nominate a person as a director and to propose business to be considered by
stockholders at a meeting. Notice of a nomination or proposal must be delivered to us not later than 90 days and not earlier than
120 days prior to the date for the preceding year’s annual meeting of stockholders; provided, however, that in the event that
the annual meeting is called for a date that is more than 30 days before or more than 60 days after such anniversary date (or if
there has been no prior annual meeting), notice by the stockholder to be timely must be so delivered not earlier than the close of
business on the 120th day before the meeting and not later than the later of (x) the close of business on the
90th day before the meeting or (y) the close of business on the 10th day following the day on which
public announcement of the date of the annual meeting is first made by us.
HOUSEHOLDING INFORMATION
Unless we have received
contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if
we believe the stockholders are members of the same family. This process, known as “householding”, reduces the volume of duplicate
information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of
our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below.
Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single
set of our disclosure documents, the stockholders should follow these instructions:
| · | If the shares are registered in the name of the stockholder, the stockholder should contact us at guillermo@maquiacapital.com to inform
us of his or her request; or |
| · | If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If you would like additional
copies of this Proxy Statement or if you have questions about the proposals to be presented at the Meeting, you should contact the Company’s
proxy solicitation agent at the following address and telephone number:
Advantage Proxy, Inc.
P.O. Box
13581 Des
Moines, WA 98198
Attn: Karen
Smith
Toll Free:
(877) 870-8565
Collect: (206) 870-8565
You
may also obtain these documents by requesting them via e-mail from the Company at guillermo@maquiacapital.com.
If you are a stockholder of the Company
and would like to request documents, please do so by January 15, 2025, in order to receive them before the Meeting. If you request
any documents from us, we will mail them to you by first class mail, or another equally prompt means.
ANNEX A
PROPOSED FIFTH
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 as follows:
| |
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. | The 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 to the Amended and Restated Certificate of Incorporation was filed in the office
of the Secretary of State of the State of Delaware on January 29, 2024. |
| |
5. | The Fourth 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 July 31, 2024. |
| |
6. | This Fifth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation
of the Corporation, as amended by the previos Amendments to the Amended and Restated Certificate of Incorporation |
| |
4. | This Fifth 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”). |
| |
5. | 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 February 7, 2026 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 this day of January 13, 2025.
|
MAQUIA CAPITAL ACQUISITION CORPORATION |
| |
|
|
|
By: |
/s/ Jeff Ransdell |
| |
|
Name: Jeff Ransdell |
| |
|
Title: Chief Executive Officer |
MAQUIA CAPITAL ACQUISITION CORPORATION
THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
The undersigned, revoking any
previous proxies relating to these shares with respect to the Extension Amendment Proposal and the Adjournment Proposal, hereby acknowledges
receipt of the notice and Proxy Statement, dated January 13, 2025, in connection with the special meeting of stockholders of Maquia
Capital Acquisition Corporation (the “Company”) and any adjournments thereof (the “Meeting”) to be held at 10:00
a.m. Eastern Time on January 31, 2025 as a virtual meeting for the sole purpose of considering and voting upon the following
proposals, and hereby appoints Guillermo Cruz and Jeronimo Peralta, and each of them (with full power to act alone), the attorneys and
proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of the Company registered in the
name provided, which the undersigned is entitled to vote at the Meeting and at any adjournments thereof, with all the powers the undersigned
would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed
to vote or act as follows on the proposals set forth in this Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY.
(Continued and to be marked,
dated and signed on reverse side)
Important Notice Regarding the Availability of Proxy Materials for
the Meeting of Stockholders to be
held on January 31, 2025:
This
notice of meeting and the accompanying Proxy Statement is available at https://www.cstproxy.com/maquiacapital/2025.
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND PROPOSAL 2. |
|
Please
mark x votes as indicated in this example |
| Proposal 1 — Extension Amendment Proposal |
FOR |
AGAINST |
ABSTAIN |
| |
|
|
|
| Amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a Business Combination from February 7, 2025 to February 7, 2026 or such earlier date as determined by the board of directors. |
¨ |
¨ |
¨ |
| |
|
|
|
| Proposal 2 — Adjournment Proposal |
FOR |
AGAINST |
ABSTAIN |
| |
|
|
|
|
Adjourn
the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of Proposal 1. |
¨ |
¨ |
¨ |
Date: , 2025
Signature
Signature (if held jointly)
Signature should agree with name printed hereon. If
stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys
should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE
ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND PROPOSAL 2. THIS PROXY WILL REVOKE ALL
PRIOR PROXIES SIGNED BY YOU.
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