MAQUIA CAPITAL ACQUISITION CORPORATION ANNOUNCES SPONSOR MONTHLY CONTRIBUTION OF 2.5% ADDITIONAL FOUNDER SHARES FOR EXTENSION AMENDMENT
24 January 2024 - 3:45AM
Maquia Capital Acquisition Corporation (“Maquia” or the “Company”)
(Nasdaq: “MAQC”, “MAQCU”, “MAQCW”) announced today that, in
connection with the Company’s upcoming special meeting of the
stockholders (the “Special Meeting”) to consider and approve an
extension of time for the Company to consummate an initial business
combination from February 7, 2024 to August 7, 2024 (the
“Extension”), on January 23, 2024, Maquia Investments North
America, LLC (the “Sponsor”) or its designees and, Maquia
Capital Acquisition Corporation (the “Company”) commenced
negotiation with unaffiliated third parties (“Third Parties”) for a
non-redemption agreement (“Non-Redemption Agreement”) in which such
third parties would agree not to redeem a currently
unspecified number shares of the Company’s Class A common
stock purchased by such Third Parties in the initial public
offering (“Non-Redeemed Shares”) in connection with the
special meeting of the stockholders called by the Company (the
“Special Meeting”) to consider and approve an extension of time for
the Company to consummate an initial business combination (the
“Extension Proposal”) from February 7, 2024 to August 7, 2024 (the
“Extension”). In exchange for the foregoing commitments not to
redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer
to such Third Parties 2.5% per month of the Non-Redeemed
Shares up to a maximum of 6 months (depending upon the month the
initial business combination is consummated), of the Company’s
Class A common stock held by such Third Parties, immediately
following the consummation of an initial business combination, if
the Third Parties continue to hold such Non-Redeemed Shares through
the Special Meeting.
The Non-Redemption Agreements are not expected
to increase the likelihood that the Extension Proposal is approved
by Company’s stockholders but are expected to increase the amount
of funds that remain in the Company’s trust account following the
Special Meeting.
The foregoing summary of the Non-Redemption
Agreement does not purport to be complete and is qualified in its
entirety by reference to the form of Non-Redemption Agreement filed
herein as Exhibit 10.1 and incorporated herein by reference.
The Non-Redemption Agreements are not expected
to increase the likelihood that the Extension Proposal is approved
by Company’s stockholders but are expected to increase the amount
of funds that remain in the Company’s trust account following the
Special Meeting.
Any Contribution is conditioned upon the
implementation of the Extension. No Contribution will occur if the
Extension is not approved or is not completed. The Company will
have the sole discretion whether to continue extending for
additional calendar months until August 7, 2024. 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.
About Maquia Capital Acquisition
Corporation
Maquia Capital Acquisition Corporation is a
blank check company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. The Company is led by Chief Executive Officer, Jeff
Ransdell, Chief Financial Officer, Jeronimo Peralta, Chief
Operating Officer, Guillermo Cruz, and Chief Investment Officer,
Maggie Vo.
Forward-Looking Statements
This press release 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 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 Securities and
Exchange Commission (the “SEC”), including the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2022
under the heading “Risk Factors” and in other reports 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
Maquia 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
security holders of the Company in favor of the approval of the
Extension Proposal. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of the Company’s directors and officers in the Company’s
definitive proxy statement filed with the SEC on January 17, 2024
(as may be amended, the “Proxy Statement”), which may be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This press release s shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the 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
Maquia urges investors, stockholders and other
interested persons to read the 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 Extension. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC’s website at www.sec.gov or
by directing a request to: Advantage Proxy, Inc., P.O. Box 13581,
Des Moines, WA 98198, Attn: Karen Smith.
INVESTOR RELATIONS CONTACT
Guillermo Eduardo CruzMaquia Capital Acquisition Corporation50
Biscayne Boulevard, Suite 2406, Miami, FL
33132E-mail: guillermo@maquiacapital.comTelephone: (305)
608-1395
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