UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 11, 2022
Maquia Capital Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-40380 | 85-4283150 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
50 Biscayne Boulevard, Suite 2406
Miami, FL 33132
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (305) 608-1395
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.0001 per share | MAQC | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 11, 2022, Patrick Orlando resigned as director of Maquia Capital Acquisition Corporation (“Maquia Capital”). Mr. Orlando’s resignation was not the result of any disagreement with Maquia Capital’s operations, policies or practices.
Item 8.01 Other Events.
Correction to the Amended and Restated Certificate of Incorporation
On October 10, 2022, Maquia Capital filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to correct an inadvertent error in its Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 4, 2021 (the “Charter”). The Charter had stated that the board of directors (“Board”) is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The Certificate of Correction modified Article V, Section 5.2 of the Charter to correctly state that the board is divided into two classes, with each class serving a two-year term. Other than disclosed herein, no additional changes have been made to the Charter. A copy of the Certificate of Correction is attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibit is filed with this Form 8-K: |
| Exhibit No. | Description of Exhibits | |
| 3.1 | Certificate of Correction to the Amended and Restated Certificate of Incorporation of Maquia Capital Acquisition Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 12, 2022 | Maquia Capital Acquisition Corporation | ||
| By: | /s/ Jeronimo Peralta | ||
| Name: | Jeronimo Peralta | ||
| Title: | Chief Financial Officer | ||
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Maquia Capital Acquisition Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
| 1. | The name of the corporation is Maquia Capital Acquisition Corporation. |
| 2. | The Amended and Restated Certificate of Incorporation (the “Certificate”) was filed with the Secretary of State of Delaware on May 4, 2021 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
| 3. | The inaccuracy of Section 5.2(b) of said Certificate is as follows: The number of classes of the Board and respective duration of each term was incorrectly stated. |
| 4. | Article V, Section 5.2(b) of the Certificate should be corrected to read as follows: |
(b) Subject to Section 5.5 hereof, the Board shall be divided into two classes, as nearly equal in number as possible and designated Class I and Class II. The Board is authorized to assign members of the Board already in office to Class I or Class II. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate and the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a two-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof, if the number of directors that constitute the Board is changed, any increase or decrease shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Subject to the rights of the holders of one or more series of Preferred Stock, voting separately by class or series, to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the aforesaid classes at the time this Amended and Restated Certificate (and therefore such classification) becomes effective in accordance with the DGCL.
IN WITNESS HEREOF, said corporation has caused this Certificate of Correction to be filed on this 10th day of October, 2022.
| Maquia Capital Acquisition Corporation | ||
| By: | /s/ Jeff Ransdell | |
| Name: Jeff Ransdell | ||
| Title: Chief Executive Officer | ||