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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Maquia Capital Acquisition Corporation | NASDAQ:MAQC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.04 | -0.35% | 11.27 | 10.90 | 11.87 | 11.49 | 11.27 | 11.49 | 44,151 | 05:00:01 |
| October 14, 2022 | | | By Order of the Board of Directors | |
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/s/ Jeff Ransdell
Jeff Ransdell
Chief Executive Officer |
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| October 14, 2022 | | | By Order of the Board of Directors | |
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/s/ Jeff Ransdell
Jeff Ransdell
Chief Executive Officer |
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Why am I receiving this Proxy Statement?
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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. In 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 $10.35 per public share in connection with the prior extensions of the termination date to November 7, 2022. Like most blank check companies, 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(s) consummated on or before a certain date (in our case, November 7, 2022). Our Board believes that it is in the best interests of the stockholders to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination.
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The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination. The purpose of the Director Election Proposal is to re-elect each of Pedro Manuel Zorrilla Velasco and Luis Antonio Marquez-Heine as Class I directors for another term.
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What is being voted on?
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a proposal to amend our charter to extend the date by which we have to consummate a Business Combination from November 7, 2022 to May 7, 2023 or such earlier date as determined by the Board; and
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a proposal to re-elect each of Pedro Manuel Zorrilla Velasco and Luis Antonio Marquez-Heine as Class I directors of the Company’s board of directors (the “Board”) until the 2024 annual meeting of the Company or until their successors are appointed and qualified, which we refer to as the “Director Election Proposal”; and
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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 other proposals.
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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.
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If the Extension Amendment Proposal is approved, we will, pursuant
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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.
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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.
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If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 7, 2022, we will (i) cease all operations except for the purpose of winding up, (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 per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (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.
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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.
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Why is the Company proposing the Extension Amendment Proposal?
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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 November 7, 2022. As explained below, we will not be able to complete the Business Combination by that date and therefore, we are asking for an extension of this timeframe.
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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 November 7, 2022.
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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 November 7, 2022 to May 7, 2023.
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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.
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Why is the Company proposing the Director Election Proposal?
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We are required to hold an annual meeting of stockholders within 12 months after our fiscal year ended December 31, 2021, as required by Nasdaq Listing Rule 5620(a).
In connection therewith, stockholders will have the opportunity to vote whether to re-elect each of Pedro Manuel Zorrilla Velasco and Luis Antonio Marquez-Heine as Class I directors for a new term, until the Company's 2024 annual meeting or until their successors are appointed and qualified.
In addition to sending our stockholders this proxy statement, we are also sending our Annual Report on Form 10-K for the year ended December 31, 2021 so that at the Meeting stockholders may discuss and ask questions of the Company with respect to such financial statements.
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Why is the Company proposing the Adjournment Proposal?
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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 Director Election Proposal and 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.
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Why should I vote “FOR” the Extension Amendment Proposal?
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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 November 7, 2022 to May 7, 2023 or such earlier date as determined by the Board. The Extension would give the Company the opportunity to complete the
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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 November 7, 2022, we will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. We believe that this charter provision was included to protect our stockholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the charter.
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Our Board recommends that you vote in favor of the Extension Amendment Proposal.
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Why should I vote “FOR” the Director Election Proposal?
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Both Pedro Manuel Zorrilla Velasco and Luis Antonio Marquez-Heine have served on our Board since our initial public offering. Our Board believes that the stability and continuity on our Board is important as we continue to search for and complete an initial business combination.
Our Board recommends that you vote in favor of the nominees set forth in the Director Election Proposal.
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Why should I vote “FOR” the Adjournment Proposal?
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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 other proposals.
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What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Amendment Proposal is approved?
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If the Extension Amendment Proposal is approved, the Sponsor or its designees will contribute to the Company as a loan an aggregate of $0.0333 for each public share that is not redeemed, for each calendar month (commencing on November 7, 2022 and on the 7th day of each subsequent month) until the Extended Date (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (the “Contribution”). For example, if we take until February 7, 2023, to complete our Business Combination, which would represent three calendar months, Sponsor or its designees would make aggregate Contributions resulting in a redemption amount of approximately $10.45 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 Extension Amendment Proposal is approved and we need until the Extended Date, which is the full amount of time permitted by the Extension Amendment, to complete our initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.55 per share, in comparison to the current redemption amount of $10.35 per share (assuming no public shares were redeemed). Any Contribution is conditioned upon the implementation of the Extension Amendment Proposal. No Contribution will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The
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| | | | the Trust Account and paid to the redeeming holders. | |
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Is the Company subject to the Investment Company Act of 1940?
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The Company completed its IPO in May 2021. As a blank check company, the efforts of the Company’s board of directors and management have been focused on searching for a target business with which to consummate an initial business combination since the completion of its IPO (for approximately the past 16 months).
On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other matters, to the circumstances in which special purpose acquisition companies (“SPACs”) such as us could potentially be subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its initial public offering (“IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.
There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that may not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months after such date. If we have not entered into a definitive business combination agreement within 18 months after the effective date of our IPO Registration Statement, and we do not complete our initial business combination within 24 months of such date. It is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction, and our warrants would expire worthless.
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The funds in the Trust Account have, since our IPO, 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. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), we will, on or prior to the 24-month anniversary of the effective date of our IPO
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If the Extension Amendment Proposal is approved, what happens next?
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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:
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negotiating and executing a definitive agreement and related agreements;
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completing proxy materials;
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establishing a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders; and
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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 November 7, 2022. If the Extension Amendment Proposal is approved, we expect to seek stockholder approval of the Business Combination as soon as practicable. If stockholders approve the Business Combination, we expect to consummate the Business Combination as soon as possible following such stockholder approval.
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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.
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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.
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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.
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What happens to the Company warrants if the Extension Amendment Proposal is not approved?
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If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by November 7, 2022, we will (i) cease all operations except for the purpose of winding up, (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 per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (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.
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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.
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What happens to the Company’s warrants if the Extension Amendment Proposal is approved?
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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?
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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.
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How do I attend the meeting?
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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 e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
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How do I change or revoke my vote?
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You may change your vote by e-mailing a later-dated, signed proxy card to our Secretary at guillermo@maquiacapital.com, so that it is received by our Secretary prior to the Meeting or by attending the Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Meeting.
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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.
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How are votes counted?
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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
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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.
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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.
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Does the Board recommend voting for the approval of the proposals?
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Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment the Director Election Proposal 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” each of the election of the director nominees set forth in the Director Election Proposal, “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?
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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) a promissory note in the principal amount of $3,461,943.80 issued by the Sponsor in connection with prior extensions of the termination date to November 7, 2022. See the section entitled “The Extension Amendment Proposal — Interests of the Sponsor and our Directors and Officers”.
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Do I have appraisal rights if I object to any of the proposals?
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Our stockholders do not have appraisal rights in connection with the proposals under the DGCL.
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What do I need to do now?
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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.
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How do I vote?
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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 pre-addressed postage paid envelope. You may still attend the Meeting and vote online if you have already voted by proxy.
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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
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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.
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How do I redeem my shares of Class A common stock?
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If the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed Business Combination, or if we have not consummated a Business Combination by the Extended Date.
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In order to exercise your redemption rights, you must, prior to 5:00 p.m. Eastern time on October 28, 2022 (two business days before the Meeting) tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
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Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004 Attn: Mark Zimkind E-mail: mzimkind@continentalstock.com |
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What should I do if I receive more than one set of voting materials?
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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.
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Who is paying for this proxy solicitation?
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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 $7,500. We will also reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate a Business Combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate a Business Combination.
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Who can help answer my questions?
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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) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
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You may also contact us at:
Maquia Capital Acquisition Corporation 50 Biscayne Boulevard, Suite 2406 Miami, FL 33132 Telephone: (305) 608-1395 |
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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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Name
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Age
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Position
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Jeff Ransdell | | |
53
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| | Chief Executive Officer | |
Guillermo Cruz | | |
30
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| | Chief Operating Officer | |
Jeronimo Peralta | | |
30
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| | Chief Financial Officer | |
Maggie Vo | | |
35
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| | Chief Investment Officer | |
Guillermo Cruz Reyes | | |
63
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| | Director | |
Luis Armando Alvarez | | |
59
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| | Director | |
Pedro Manuel Zorrilla Velasco | | |
60
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| | Director | |
Luis Antonio Marquez-Heine | | |
58
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| | Director | |
Name and Address of Beneficial Owner(1)
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Class A Common Stock
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Class B Common Stock
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Approximate
Percentage of Outstanding Common Stock |
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Maquia Investments North America, LLC(2)
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| | | | 583,743 | | | | | | 3.26% | | | | | | 4,257,430 | | | | | | 94.60% | | | | | | 21.62% | | |
Jeff Ransdell
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Jeronimo Peralta
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Guillermo Cruz(2)
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| | | | 583,743 | | | | | | 3.26% | | | | | | 4,257,430 | | | | | | 94.60% | | | | | | 21.62% | | |
Maggie Vo
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Guillermo Cruz Reyes
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Luis Armando Alvarez
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Pedro Manuel Zorrilla Velasco
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Luis Antonio Maquez-Heine
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Patrick Orlando
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a
group (nine individuals) |
| | | | 583,743 | | | | | | 3.26% | | | | | | 4,257,430 | | | | | | 94.60% | | | | | | 21.62% | | |
Other 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Boothbay Fund Management, LLC(3)
|
| | | | 1,200,000 | | | | | | 6.71% | | | | | | — | | | | | | — | | | | | | 5.36% | | |
Kenneth Griffin(4)
|
| | | | 1,256,974 | | | | | | 7.02% | | | | | | — | | | | | | — | | | | | | 5.61% | | |
Highbridge Capital Management, LLC(5)
|
| | | | 1,644,423 | | | | | | 9.19% | | | | | | — | | | | | | — | | | | | | 7.34% | | |
Weiss Asset Management LP(6)
|
| | | | 962,480 | | | | | | 5.38% | | | | | | — | | | | | | — | | | | | | 4.30% | | |
ATW SPAC Management LLC(7)
|
| | | | 1,200,000 | | | | | | 6.71% | | | | | | — | | | | | | — | | | | | | 5.36% | | |
Feis Equities LLC
|
| | | | 902,636 | | | | | | 5% | | | | | | | | | | | | | | | | | | 4% | | |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
PROPOSAL 1 AND PROPOSAL 3 AND “FOR” EACH OF THE NOMINEES IN PROPOSAL 2. |
| | | | |
Please mark ☒
votes as indicated in this example |
| |||||||||
|
Proposal 1 — Extension Amendment Proposal
|
| |
FOR
|
| |
AGAINST
|
| |
ABSTAIN
|
| | |||||
|
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 November 7, 2022 to May 7, 2023 or such earlier date as determined by the board of directors.
|
| | | | |
☐
|
| |
☐
|
| |
☐
|
| | ||
|
Proposal 2 — Director Election Proposal
|
| |
FOR
|
| |
WITHHELD
|
| | ||||||||
|
To elect each of the following directors as Class I directors (to serve until 2024 or until a successor is elected and qualified or their earlier resignation or removal):
|
| | | | | | ||||||||||
|
Pedro Manuel Zorrilla Velasco
|
| |
☐
|
| |
☐
|
| | ||||||||
|
Luis Antonio Marquez-Heine
|
| |
☐
|
| |
☐
|
| | ||||||||
|
Proposal 3 — Adjournment Proposal
|
| |
FOR
|
| |
AGAINST
|
| |
ABSTAIN
|
| | |||||
|
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 or Proposal 2.
|
| | | | |
☐
|
| |
☐
|
| |
☐
|
| | | |
1 Year Maquia Capital Acquisition Chart |
1 Month Maquia Capital Acquisition Chart |
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