Item 8.01 Other Events
Overview Regarding Special Meeting of Stockholders to be Held on
As previously announced,
The Company plans to continue to solicit proxies from stockholders during the
period prior to the Special Meeting. Only the holders of the Company's common
stock as of the close of business on
Estimated Per-Share Trust Account Balance of
The Company disclosed in the Proxy Statement that it anticipates the per-share
balance in Trust Account (as defined in the Proxy Statement) as being
approximately
Additional Sponsor Assurances
Additionally, the Sponsor intends to support Maquia in the wake of a new potential excise tax that may be levied on stockholder redemptions beginning in 2023.
As previously disclosed in the Proxy Statement, the Inflation Reduction Act of
2022 (the "IR Act") provides for, among other things, a new
Any redemption or other repurchase that occurs in connection with an initial
business combination, extension 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, an extension or otherwise 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
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For the avoidance of doubt, the proceeds placed in the Company's Trust Account and the interest earned thereon shall not be used to pay for any Excise Tax due under the IR Act in connection with any redemptions of the Company's Public Shares prior to or in connection with an extension or its initial business combination. In furtherance thereof, in the event that the Extension is implemented, the Sponsor intends to indemnify the Company for any Excise Tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions to the extent such indemnity would be required to ensure no portion of the Trust Account and the interest thereon is required to be used to pay any Excise Tas due under the IR Act in connection with any redemptions of the Company's Public Shares.
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 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
Participants in the Solicitation
The Company and its directors, executive officers, other members of management
and employees, under
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 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 Proxy Statement as well as other documents filed by the Company with the
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