Item
8.01 Other Events.
On
October 31, 2022, Maquia Capital Acquisition Corporation (“Maquia” or the “Company”) issued a press release announcing
that the special meeting in lieu of annual meeting of its stockholders (the “Meeting”), originally scheduled for Tuesday,
November 1, 2022, is being postponed to Thursday, November 3, 2022. At the Meeting, stockholders will be asked to vote on a proposal
to approve an extension of the date by which Maquia must consummate an initial business combination from November 7, 2022 to May 7, 2023,
or such earlier date as determined by the Company’s board of directors (the “Charter Extension”).
As
a result of this change, the Meeting will now be held at 10:00 a.m., Eastern Time, on November 3, 2022, via a live webcast at https://www.cstproxy.com/maquiacapital/2022.
Also, as a result of this change, the Company has extended the deadline for holders of the Company’s Class A common stock issued
in the Company’s initial public offering to submit their shares for redemption in connection with the Charter Extension to 5:00
p.m. Eastern Time on Tuesday, November 1, 2022.
The
Company plans to continue to solicit proxies from stockholders during the period prior to the Meeting. Only the holders of the Company’s
common stock as of the close of business on September 30, 2022, the record date for the Meeting, are entitled to vote at the Meeting.
Additional
Sponsor Assurances
Additionally,
Maquia Investments North America, LLC (the “Sponsor”) intends to support Maquia in the wake of a new potential excise tax
that may be levied on stockholder redemptions in 2023.
As
previously disclosed in the Company’s Extension Proxy Statement (as defined below), on August 16, 2022, the Inflation Reduction
Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1%
excise tax (the “Excise Tax”) on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e.,
U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing
corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair
market value of the shares repurchased at the time of the repurchase. The IR Act applies only to repurchases that occur after December
31, 2022.
Any
redemption that occurs as a result of the Charter Extension would occur before December 31, 2022, and therefore, currently, the
Company would not be subject to the excise tax as a result of any redemptions in connection with the Charter Extension. However, any
redemption or other repurchase that occurs after December 31, 2022, in connection with an initial business combination or otherwise,
may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an initial
business combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection
with the initial business combination, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial
business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations
and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and
not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.
To
mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that the Charter Extension is implemented,
the Sponsor intends to indemnify Maquia for any excise tax liabilities resulting from the implementation of the IR Act with respect to
any future redemptions that occur after December 31, 2022.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause
such differences include, without limitation, uncertainties relating to the Company’s stockholder approval of the Charter Extension,
its inability to complete an initial business combination within the required time period or, and other risks and uncertainties indicated
from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2021 under the heading “Risk Factors” and other documents the Company has filed, or to be filed, with the SEC. Readers
are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of the Company in favor of the approval of the Charter Extension. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors
and officers in the definitive proxy statement dated October 14, 2022 (the “Extension Proxy Statement”), which, when available,
may be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter
Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, stockholders and other interested persons to read the Extension Proxy Statement as well as other documents filed
by the Company with the SEC, because these documents will contain important information about the Company and the Charter Extension.
When available, stockholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: Maquia Acquisition Corporation,
50 Biscayne Boulevard, Suite 2406, Miami, FL 33132, e-mail: guillermo@maquiacapital.com.