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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED APRIL 7, 2022
February 5, 2024.
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.
Our initial stockholders, including our Sponsor and our directors, currently own approximately 78.4% 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.
| January 29, 2024 | | | By Order of the Board of Directors | |
| | | | /s/ Jeff Ransdell | |
Jeff Ransdell Chief Executive Officer | |
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 [_________], 2023)February 1, 2024). 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.
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.
| January 29, 2024 | | | By Order of the Board of Directors | |
| | | | /s/ Jeff Ransdell | |
Jeff Ransdell Chief Executive Officer | |
| 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 |
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 virtually over the internet by means of a live audio webcast on February 5, 2024 at 9:00 a.m., local time or at any adjournments or postponements thereof. 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. | | |||
| What is being voted on? | | | You are being asked to vote on two proposals: • a proposal to amend our charter to extend the date by which we have to consummate a Business Combination from • 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. 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. |
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. 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. | ||||
If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by (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. 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. | | |||
| Why is the Company proposing the Extension Amendment Proposal? | | | 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 |
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 | |
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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 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. | |
| Why is the Company proposing the Adjournment Proposal? | | | 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. | |
| Why should I vote “FOR” the Extension Amendment Proposal? | | | 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 (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from | |
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 | |
| | | | 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? | | | 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. | |
| When would the Board abandon the Extension Amendment Proposal? | | | 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. | |
| How do the Company insiders intend to vote their shares? | | | 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 | |
| What vote is required to adopt the proposals? | | | 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. 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. | |
| What if I don’t want to vote “FOR” any of the proposals? | | | 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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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. If the Extension Amendment Proposal is not approved and we have not consummated a Business Combination by | |
| | | | thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding public shares at a There will be no distribution from the Trust Account with respect to our 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, what happens next? | | | 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: • in the event our current Business Combination Agreement with Immersed, Inc. does not close, negotiating and executing a definitive agreement and related agreements; • completing proxy materials; • establishing a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders; and • 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 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. 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. 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. | |
| What happens to the Company warrants if the Extension Amendment Proposal is not approved? | | | If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by (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 (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. | | ||||
| What happens to the Company’s warrants if the Extension Amendment Proposal is approved? | | | 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). | |
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| 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. | |
| How do I attend the meeting? | | | 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 | |
| | | | Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917 | |
| How do I change or revoke my vote? | | | You may change your vote by | |
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. | | ||||
| How are votes counted? | | | 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. (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. | |
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| 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 | |
| What is a quorum requirement? | | | 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, | |
| Who can vote at the Meeting? | | | Only holders of record of our common stock at the close of business on 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. | |
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) 4,257,430 shares of our Class B common stock (purchased for $25,000) and 583,743 Private Placement Units (purchased for $5,837,430), held by our Sponsor, which would expire worthless if a Business Combination is not consummated and (ii) two promissory notes in the aggregate principal amount of up to$ | |
| Do I have appraisal rights if I object to any of the proposals? | | | Our stockholders do not have appraisal rights in connection with the proposals under the DGCL. | |
| What do I need to do now? | | | 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. | |
| 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 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. | |
| 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 In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on | |
| | | | Continental Stock Transfer & Trust Company One State Street Plaza, New York, New York 10004 Attn: SPAC Redemption Team | |
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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. | |
| 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 | |
| Who can help answer my questions? | | | 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) | |
| | | | You may also contact us at: Maquia Capital Acquisition Corporation 50 Biscayne Boulevard, Suite 2406 Miami, FL 33132 Telephone: (305) | |
| | | | 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”. | |
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To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act of 1940 (the “Investment Company Act”), we may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in interest-bearing demand deposit accounts until the earlier of the consummation of an initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive less interest on the funds held in the Trust Account, which would likely reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our initial public offering, 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. While the funds in the Trust Account continue to be invested in such instruments, 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, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the investments in 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 interest-bearing demand deposit accounts until the earlier of the consummation of a Business Combination or the liquidation of the Company. Interest on bank deposit accounts is variable and such accounts currently yield interest of approximately 3.5% per annum. Following any such sale of the investments held in the Trust Account, we would likely receive less interest on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in interest-bearing accounts would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of the Company than they would have received had the assets in the Trust Account remained in U.S. government securities or money market funds.
In addition, even prior to the 24-month anniversary of the effective date of the registration statement in connection with our IPO, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment
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company under Section 3(a)(1)(A) of the Investment Company Act, in which case we may be required to liquidate the Company. If we are required to liquidate, our stockholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a Business Combination. Additionally, if we are required to liquidate, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. The risk of being deemed subject to the Investment Company Act may increase the longer the Company holds securities (i.e., the longer past two years the securities are held), and also may increase to the extent the funds in the Trust Account are not held in cash. Accordingly, we may determine, in our discretion, to transfer the investments held in the Trust Account at any time and instead hold all funds in the Trust Account in interest-bearing accounts, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.
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”).
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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, including the SPAC Rule Proposals described below.
As described further above, the SPACSEC issued proposed rules relating to certain activities of SPACs (the “SPAC Rule Proposals relate,Proposals”), relating to, among other matters, to thethings, circumstances in which SPACs such as the Company could potentially be subject
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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.
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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.
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The Extension contemplated by the Charter Amendment Proposal contravenes Nasdaq rules and, as a result, may lead Nasdaq to suspend trading in our securities or lead our securities to be delisted from Nasdaq.
Approximately $162.4
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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.
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THE EXTENSION AMENDMENT PROPOSAL
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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.
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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-referencedabove-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.
$11.20.
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Possible Claims Against and Impairment of the Trust Account
2024.
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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Taxation of Distributions
Non-U.S.
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Class A | Class B | Approximate | |||||||||||
Name and Address of | Number of | Approximate | Number of | Approximate | |||||||||
Maquia Investments North America, LLC(2) | 583,743 | 14.16 | % | 4,257,430 | 94.60 | % | 56.14 | % | |||||
Jeff Ransdell | — | — |
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Jeronimo Peralta | — | — |
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Guillermo Cruz(2) | 583,743 | 14.16 | % | 4,257,430 | 94.60 | % | 56.14 | % | |||||
Maggie Vo | — | — |
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Guillermo Cruz Reyes | — | — |
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Luis Armando Alvarez | — | — |
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Pedro Manuel Zorrilla Velasco | — | — |
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Luis Antonio Maquez-Heine | — | — |
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All executive officers and directors as a group (eight individuals) | 583,743 | 14.16 | % | 4,257,430 | 94.60 | % | 56.14 | % | |||||
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Other 5% Stockholders |
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Boothbay Fund Management, LLC(3) | 306,000 | 7.42 | % | — | — |
| 3.55 | % | |||||
Shaolin Capital Management LLC(4) | 341,900 | 8.29 | % | — | — |
| 3.96 | % | |||||
ATW SPAC Management LLC(5) | 306,000 | 7.42 | % | — | — |
| 3.55 | % |
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| | | Class A Common Stock | | | Class B Common Stock | | | Approximate Percentage of Outstanding 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 | | ||||||||||||||||||
Maquia Investments North America, LLC(2) | | | | | 2,712,458 | | | | | | 71.32% | | | | | | 2,128,715 | | | | | | 89.75% | | | | | | 78.4% | | |
Jeff Ransdell | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jeronimo Peralta | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guillermo Cruz(2) | | | | | 2,712,458 | | | | | | 71.32% | | | | | | 2,128,715 | | | | | | 89.75% | | | | | | 78.4% | | |
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 | | | | | | 71.32% | | | | | | 2,128,715 | | | | | | 89.75% | | | | | | 78.4% | | |
Class A | Class B | Approximate | ||||||||||
Name and Address of | Number of | Approximate | Number of | Approximate | ||||||||
Polar Asset Management Partners Inc.(6) | 600,000 | 14.55 | % | — | — | 6.96 | % | |||||
Glazer Capital, LLC(7) | 497,938 | 12.08 | % | — | — | 5.77 | % | |||||
Yakira Capital Management, Inc.(8) | 405,000 | 9.82 | % | — | — | 4.70 | % |
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(3) According to a Schedule 13G/A filed on February 14, 2023, Boothbay Fund Management, LLC, Boothbay Absolute Return Strategies LP and Ari Glass (together, the “reporting persons) acquired 306,000 shares of Class A common stock. The business address for the reporting persons is 140 East 45
(4) According to a Schedule 13G filed on February 14, 2023, Shaolin Capital Management LLC acquired 341,900 shares of Class A common stock. The business address for the reporting person is 230 NW 24th Street, Suite 603, Miami, Florida 33127.
(5) According to a Schedule 13G/A filed on February 14, 2023, ATW SPAC Management LLC, Antonio Ruiz-Gimenez and Kerry Propper acquired 306,000 shares of Class A common stock. The business address for the reporting persons is 17 State Street, Suite 2100, New York, New York 10004.
(6) According to a Schedule 13G filed on February 13, 2023, Polar Asset Management Partners Inc. acquired 600,000 shares of Class A common stock. The business address of the reporting person is 16 York Street, Suite 2900, Toronto, Ontario M5J 0E6.
(7) According to a Schedule 13G filed on January 10, 2023, Glazer Capital, LLC and Paul J. Glazer (together, the “Reporting Persons”) have shared voting and dispositive power with respect to 497,938 shares of our Class A common stock. The business address of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 1019.
(8) According to a Schedule 13G filed on January 31, 2023, filed by Yakira Capital Management, Inc. (“YCM”), on behalf of Yakira Partners, L.P. (“YP”), Yakira Enhanced Offshore Fund Ltd. (“YEOF”), and MAP 136 Segregated Portfolio (“MAP”) (collectively with YCM, YP and YEOF, the “Reporting Persons”) with respect to the shares of the Company owned by the Reporting Persons. YP may be deemed to beneficially own 34,294 shares of our Class A common stock. YEOF may be deemed to beneficially own 2,015 shares of our Class A common stock. MAP may be deemed to beneficially own 368,691 shares of our Class A common stock. The business address of the Reporting Persons is 1555 Post Road East, Stie 202, Westport, Connecticut 06880.
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Collect: (206) 870-8565870-8565
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Incorporation was filed in the office of the Secretary of State of the State of Delaware on April 7, 2023.
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Annex A-2
PRELIMINARY PROXY CARD — SUBJECT TO COMPLETION
MAQUIA CAPITAL ACQUISITION CORPORATION
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND PROPOSAL 2. | | | | | | Please mark ☒ | | ||||||||||
| Proposal 1 — Extension Amendment Proposal | |
| FOR |
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| | | ABSTAIN | | | ||||||
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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 | |
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| | ☐ | | | ☐ | | | ☐ | | | ||||
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Proposal 2 — Adjournment Proposal | |
| FOR |
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| | | ABSTAIN | | | |||||||
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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. | |
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| | ☐ | | | ☐ | | | ☐ | | | | |
, 2024