Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by Maquia Capital Acquisition
Corporation (the "Company"), on May 3, 2022, the Company issued a promissory
note (the "Note") in the principal amount of $1,730,971.90 to the Company'
sponsor, Maquia Investments North America, LLC (the "Sponsor").
On August 4, 2022, the Company amended and restated the Note (the "Amended
Note") in its entirety solely to increase the principal amount thereunder from
$1,730,971.90 to $3,461,943.80 in connection with the Second Extension (as
defined below). The Note bears no interest and is due and payable upon the
earlier to occur of (i) the date on which the Company's initial business
combination is consummated and (ii) the liquidation of the Company on or before
November 7, 2022 or such later liquidation date as may be approved by the
Company's stockholders. At the election of the Sponsor, up to $1,500,000 of the
unpaid principal amount of the Note may be converted into units of the Company
identical to the private placement units issued contemporaneously with the
Company's initial public offering (the "Conversion Units") with the total
Conversion Units so issued shall be equal to: (x) the portion of the principal
amount of the Note being converted divided by (y) the conversion price of ten
dollars ($10.00), rounded up to the nearest whole number of units.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 3.02.
Item 8.01. Other Events.
On August 8, 2022, the Company issued a press release announcing that the
Sponsor had deposited an additional payment in the aggregate of $1,730,971.90
(representing $0.10 per public share) (the "Extension Payment") into the
Company's trust account for its public stockholders. This deposit enables the
Company to extend the date by which the Company has to complete its initial
business combination from August 7, 2022 to November7, 2022 (the "Second
Extension"). The Extension is the second of two three-month extensions permitted
under the Company's governing documents and provides the Company with additional
time to complete its initial business combination.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Title
10.1 Amended and Restated Promissory Note, dated August 4, 2022
99.1 Press Release, dated August 8, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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