MAQCW Maquia Capital Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 20, 2024

 

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)		(I.R.S. Employer Identification No.)

 

50 Biscayne Boulevard, Suite 2406
Miami, FL		33132
(Address of Principal Executive Offices)		(Zip Code)

 

(305) 608-1395 

Registrant’s telephone number, including area code

 

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 (see General Instruction A.2. below):

 

¨	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 240.13e-4(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
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant		MAQCU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		MAQC		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share		MAQCW		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 1.01 Entry into a Material Definitive Agreement

 

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

As previously reported, on August 8, 2023, Maquia Capital Acquisition Corporation, a Delaware corporation (“Maquia”), Maquia Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of SPAC (“Merger Sub”), and Immersed Inc., a Delaware corporation (“Immersed”), entered into a business combination agreement (as amended, the “Business Combination Agreement”), pursuant to which Maquia and Immersed agreed to combine (the “Business Combination”).

 

On May 20, 2024, pursuant to Section 9.01(a) of the Business Combination Agreement, Maquia and Immersed entered into a Termination of Business Combination Agreement (“Termination Agreement”) pursuant to which the Business Combination Agreement was terminated effective as of May 20, 2024. Maquia intends to continue to identify and pursue a business combination with an appropriate target.

 

As a result of the mutual termination of the Business Combination Agreement, the Business Combination Agreement will be of no further force and effect. The mutual termination of the Business Combination Agreement also terminates and makes void the transaction agreements that were entered into in connection with the Business Combination Agreement, including the Stockholder Support Agreement dated August 8, 2023, by and among Immersed, Maquia and certain stockholders of Immersed, and the Sponsor Support Agreement dated August 8, 2023, by and among Immersed, Maquia Investments North America, LLC and the directors and officers of Maquia, as amended.

 

The foregoing descriptions of the Business Combination Agreement and the Termination Agreement are qualified in their entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) by Maquia on August 10, 2023, including Amendment No. 1 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by Maquia on October 10, 2023, Amendment No. 2 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by Maquia on January 10, 2024, Amendment No. 3 thereto, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the SEC by Maquia on April 9, 2024, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.

 

Item 8.01. Other Events.

 

Press Release Announcing the Termination of the Business Combination Agreement

 

On May 22, 2024, Maquia and Immersed issued a joint press release announcing the termination of the Business Combination Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. As a result of the termination of the Business Combination Agreement, Maquia intends to withdraw its registration statement on Form S-4, as amended, initially filed with the SEC on November 9, 2023.

 

Forward Looking Statements

 

Certain statements included in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or Maquia’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements, including the identification of a target business and a potential business combination or other such transaction, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Maquia and its management, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Maquia’s annual report on Form 10-K, filed with the SEC on April 16, 2024, and in other filings with the SEC.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Termination of Business Combination Agreement, dated as of May 20, 2024, by and between Maquia Capital Acquisition Corporation and Immersed Inc.
99.1		Press Release dated May 22, 2024
104		Cover Page Interactive Date File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 22, 2024

 

	MAQUIA CAPITAL ACQUISITION CORPORATION
	By:	/s/ Jeronimo Peralta
	Name:	Jeronimo Peralta
	Title:	Chief Financial Officer

 

 

Exhibit 10.1

 

Execution Version

 

TERMINATION OF BUSINESS COMBINATION AGREEMENT

 

This Termination of Business Combination Agreement, dated as of May 20, 2024 (this “Termination”) is by and among Maquia Capital Acquisition Corporation, a Delaware corporation (“SPAC”), Maquia Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Immersed Inc., a Delaware corporation (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as “Parties”.

 

WHEREAS, the Parties are parties to that certain Business Combination Agreement, dated as of August 8, 2023 (as amended, the “BCA”; capitalized terms used and not defined in this Termination shall have the meanings ascribed to them in the BCA); and

 

WHEREAS, the Parties wish to mutually terminate the BCA in accordance with the provisions thereof.

 

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

 

1.            The BCA is hereby terminated, effective immediately, pursuant to Section 9.01(a) of the BCA.

 

2.            The effect of the termination of the BCA shall be as set forth in Section 9.02 of the BCA.

 

3.            Each Party hereby agrees not to (a) initiate any communications with respect to the other Parties, the BCA or the Transactions, except as set forth in paragraph 4 below, (b) make, publish or communicate to any person or in any public or private forum or through any medium, any disparaging, damaging or demeaning statements about the other Parties or their respective Affiliates, or any of their respective officers, directors, employees, or agents, or (c) otherwise engage, directly or indirectly, in any communications with any person that may be disparaging to the other Parties and their respective Affiliates that may damage the reputation or goodwill of the other Parties or their respective Affiliates, or that may place the other Parties or their respective Affiliates in any false or negative light. Each Party hereby represents to the other Parties that it has not engaged in any of the actions and communications described in the foregoing clauses (b) and (c) of this paragraph 3 prior to the date hereof.

 

4.            SPAC shall file a Form 8-K with respect to this Termination in a form to be mutually agreed by the Parties. Except for disclosure or communication required by applicable Law or stock exchange rule or in response to any request by any Governmental Authority, no Party shall, at any time, issue any press release with respect to the other Parties, the Transactions and/or this Termination without the prior written consent of such other Parties; provided, that prior to any disclosure or communication required by applicable Law or stock exchange rule or in response to a request by a Governmental Authority, SPAC and Sponsor, on the one hand, and the Company and Merger Sub, on the other hand, shall (a) use their reasonable best efforts to consult with each other before making any such disclosure, communication or response and (b) to the fullest extent permitted by applicable Law, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon, and shall consider such comments in good faith.

 

 

5.            SPAC and Sponsor, for themselves, and on behalf of each of their respective Affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge the Company and Merger Sub and each of their Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, Affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Agreements and the Transactions (the “SPAC Released Claims”).

 

6.            The Company and Merger Sub, for themselves, and on behalf of each of their Affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge SPAC, Sponsor and their Affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, shareholders, joint venturers, administrators, representatives, Affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Agreements and the Transactions (the “Company Released Claims,” and together with the SPAC Released Claims, the “Released Claims”).

 

7.            Notwithstanding anything contained in this Termination to the contrary, it is the express intention of the Parties that the Released Claims released pursuant to paragraphs 5 and 6 of this Termination do not include claims, if any, based upon a breach of this Termination or a breach of the Confidentiality Agreement.

 

8.            Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination, each Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Termination, and which, if known on the date of the execution of this Termination, might have materially affected such Party’s decision to enter into and execute this Termination. Each Party further agrees that by reason of the releases contained herein, each Party is assuming the risk of such unknown Released Claims and agrees that this Termination applies thereto.

 

 

9.            Except as otherwise provided in paragraph 4, the Parties hereby acknowledge and agree that each Party continues to be bound by the Confidentiality Agreement, and that all information obtained pursuant to the BCA or any other Transaction Agreement shall be kept confidential in accordance with the Confidentiality Agreement.

 

10.           If any term or other provision of this Termination is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Termination shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Termination are not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Termination so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Termination be consummated as originally contemplated to the fullest extent possible.

 

11.          This Termination shall be governed by, and construed in accordance with, the applicable Law of the State of Delaware applicable to contracts executed in and to be performed in that State, without regard to conflict of laws principles. Any Action arising out of or relating to this Termination shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the Chancery Court of the State of Delaware; provided that if jurisdiction is not available in such court, then any such Action may be brought in any federal court located in Wilmington, Delaware or any appellate court therefrom. To the fullest extent permitted by applicable Law, the Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Termination brought by any Party and (b) agree not to commence any such Action except in the courts described above in Delaware, other than any Action in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. To the fullest extent permitted by applicable Law, each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Termination, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such Action is improper or (C) this Termination, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury with respect to any Action directly or indirectly arising out of or relating to this Termination. Each of the Parties (x) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any Legal Proceeding, seek to enforce that foregoing waiver and (y) acknowledges that it and the other Parties have been induced to enter into this Termination, as applicable, by, among other things, the mutual waivers and certifications in this paragraph 11.

 

 

12.          This Termination may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 

13.          This Termination may only be amended in writing by the Parties signed on behalf of each of the Parties.

 

14.          Each Party hereby agrees to pay the expenses (including the fees and expenses of any outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers) incurred by such Party in the anticipation of, relating to and in connection with the negotiation and execution of the BCA and the Transaction Agreements and the Transactions in accordance with Section 9.03(a) of the BCA.

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Termination as of the date written above.

 

 

	MAQUIA CAPITAL ACQUISITION CORPORATION
	By
	Name: Jeff Ransdell
	Title: Chief Executive Officer
	MAQUIA MERGER SUB, INC.
	By
	Name: Guillermo Eduardo Cruz
	Title: Director
	IMMERSED Inc.
	By
	Name: Renji Bijoy
	Title: Chief Executive Officer

 

 

Acknowledged and agreed by Sponsor for purposes of its undertakings in paragraphs 4 and 5 hereof:
MAQUIA INVESTMENTS NORTH AMERICA, LLC
By:
Name: Guillermo Eduardo Cruz
Title: Director

 

 

Exhibit 99.1

 

 

 

MAQUIA CAPITAL ACQUISITION CORPORATION AND IMMERSED INC. MUTUALLY AGREE TO TERMINATE BUSINESS COMBINATION AGREEMENT

 

Miami, Florida and Austin, Texas, May 22, 2024 (GLOBE NEWSWIRE) — Maquia Capital Acquisition Corporation, a special purpose acquisition company (Nasdaq: MAQC) (“Maquia”), and Immersed Inc., a Delaware corporation (“Immersed”), today announced that effective as of May 20, 2024, they mutually agreed to immediately terminate the previously announced Business Combination Agreement (the “Business Combination Agreement”).

 

Maquia intends to continue to pursue the consummation of a business combination with an appropriate target.

 

Additional information about the termination of the Business Combination Agreement will be provided in a Current Report on Form 8-K to be filed by Maqua with the SEC and available at www.sec.gov.

 

About Maquia Capital Acquisition Corporation

 

Maquia Capital Acquisition Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is led by Chief Executive Officer, Jeff Ransdell, Chief Financial Officer, Jeronimo Peralta, Chief Operating Officer, Guillermo Cruz, and Chief Investment Officer, Maggie Vo. 

 

About Immersed

 

Immersed is a leading provider of enterprise AI productivity solutions that digitally transform the working environment to enhance worker and company efficiency. Founded in 2017 and headquartered in Austin, Texas, Immersed has developed some of the leading spatial computing software optimized for enterprise, that allows users to work full-time with their team in virtual AR/VR spaces. Immersed is also developing purpose-built spatial computing hardware that bridges the physical world to the virtual world (the "Visor", that Immersed intends to develop with a major AR/VR manufacturing company) and an AI assistant trained for enterprise office productivity using a multi-modal Large Language Model (LLM) named "Curator" that it believes has the potential to vastly increase worker productivity. With its innovative spatial computing software and AI-driven solutions, Immersed believes it is well positioned to help organizations adapt to the changing dynamics of the workforce and equip employees with the skills and capabilities needed for the jobs of the future. 

 

Forward-Looking Statements

 

Certain statements included in this press release may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements, including the identification of a target business and a potential business combination or other such transaction, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Maquia, Immersed and their respective managements, are inherently uncertain and subject to material change. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Maquia’s annual report on Form 10-K, filed with the SEC on April 16, 2024, and in other filings with the SEC.

 

Contact:

 

Guillermo Eduardo Cruz

Maquia Capital Acquisition Corporation

50 Biscayne Boulevard, Suite 2406, Miami, FL 33132

E-mail: guillermo@maquiacapital.com

Telephone: (305) 608-1395

 

 

v3.24.1.1.u2

Cover	May 20, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	001-40380
Entity Registrant Name	Maquia Capital Acquisition Corporation
Entity Central Index Key	0001844419
Entity Tax Identification Number	85-4283150
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	50 Biscayne Boulevard
Entity Address, Address Line Two	Suite 2406
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33132
City Area Code	305
Local Phone Number	608-1395
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	MAQCU
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MAQC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	MAQCW
Security Exchange Name	NASDAQ

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