Item
8.01 Other Events.
Maquia Capital
Acquisition Corporation (“Maquia” or the “Company”) previously announced that it will hold a special meeting in
lieu of annual meeting of its stockholders (the “Meeting”) on 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”).
On
November 2, 2022, the Company issued a press release announcing that Maquia Investments North America, LLC (the “Sponsor”)
will increase its contribution to the Company’s trust account from $0.0333 to $0.045 for each share of Class A common stock (as
further detailed below), in connection with the stockholder vote to approve the Charter Extension.
As a result
of the above change, if the Charter Extension is approved and implemented, the Sponsor or its designees will contribute to the Company
as a loan an aggregate of $ 0.045 for each share of Class A commons stock that is not redeemed, for each calendar month (commencing on
November 7, 2022 and on the 7th day of each subsequent month) until May 7, 2023 (each, an “Extension Period”), or portion
thereof, that is needed to complete an initial business combination (the “Contribution”). For example, if the Company take
until February 7, 2023, to complete its initial business combination, which would represent three calendar months, the Sponsor or its
designees would make aggregate Contributions resulting in a redemption amount of approximately $10.485 per unredeemed share, in comparison
to the current redemption amount of $10.35 per share.
Each Contribution
will be deposited in the trust account within five (5) business days from the beginning of such calendar month (or portion thereof). Accordingly,
if the Charter Extension is approved and the Company needs until May 7, 2023, which is the full amount of time permitted by the Charter
Extension, to complete its initial business combination, the redemption amount per share at the meeting for such business combination
or the Company’s subsequent liquidation will be approximately $10.62 per share, in comparison to the current redemption amount of
$10.35 per share (assuming no public shares are redeemed).
Any Contribution
is conditioned upon the implementation of the Charter Extension. No Contribution will occur if the Charter Extension is not approved or
is not completed. The amount of each Contribution will not bear interest and will be repayable by the Company to the Sponsor or its designees
upon consummation of its initial business combination. The Company will have the sole discretion whether to continue extending for additional
calendar months until May 7, 2023. If the Company opts not to utilize any remaining portion of the Extension Period, then the Company
will liquidate and dissolve promptly in accordance with its charter, and its Sponsor’s obligation to make additional contributions
will terminate.
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.