UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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 | |