SEC Comment Letter 0000000000-24-008461 to Maquia Capital Acquisition Corp (MAQC, MAQCU, MAQCW) (CIK 0001844419)
Maquia Capital Acquisition Corp (MAQC, MAQCU, MAQCW) (CIK 0001844419)
Date: July 25, 2024 · CIK: 0001844419 · Accession: 0000000000-24-008461
AI Filing Summary & Sentiment
File numbers found in text: 001-40380
Letter
July 25, 2024 Jeff Ransdell Chief Executive Officer Maquia Capital Acquisition Corp 50 Biscayne Boulevard, Suite 2406 Miami, Florida Re:Maquia Capital Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed July 19, 2024 File No. 001-40380 Dear Jeff Ransdell: We have reviewed your filing and have the following comments. Please respond to this letter by amending your filing and providing the requested information. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Questions and Answer About the Meeting What vote is required to adopt the proposals?, page 11 1.Disclose, if true, that approval of both proposals is assured without the vote of the Public Shareholders since the Sponsor and the company's officers and directors intend to vote any stock over which they have voting control in favor of the proposals. General 2.Please revise to update the disclosure throughout the proxy statement to be as of the date of filing. We note numerous instances where it appears the disclosure is not as of the most recent date. As just one example, the disclosure regarding the potential de-listing of your securities from Nasdaq has not been updated to include recent developments. Please revise your proxy statement to provide clear and consistent disclosure regarding the number of Class A and Class B shares outstanding and entitled to vote; the number of Class A and Class B shares held by the Sponsor; and the number of Class A and Class B shares held by the Sponsor, officers and directors. In your response letter, tell us how you 3.
July 25, 2024 Page 2 arrived at the number of each class of shares. For example, disclosures in your proxy statement and 2024 Form 10-K filed April 16, 2024, appear to indicate that the Sponsor beneficially owns more Class A shares than the 583,743 Class A shares included in its private placement units, as well as more Class A shares than are outstanding following redemptions of Class A shares in connection with extension votes. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Lauren Pierce at 202-551-3887 or Kathleen Krebs at 202-551-3350 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Gregory Trask
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July 25, 2024
Jeff Ransdell
Chief Executive Officer
Maquia Capital Acquisition Corp
50 Biscayne Boulevard, Suite 2406
Miami, Florida
Re:Maquia Capital Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed July 19, 2024
File No. 001-40380
Dear Jeff Ransdell:
We have reviewed your filing and have the following comments.
Please respond to this letter by amending your filing and providing the requested
information. If you do not believe a comment applies to your facts and circumstances, please tell
us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Questions and Answer About the Meeting
What vote is required to adopt the proposals?, page 11
1.Disclose, if true, that approval of both proposals is assured without the vote of the Public
Shareholders since the Sponsor and the company's officers and directors intend to vote
any stock over which they have voting control in favor of the proposals.
General
2.Please revise to update the disclosure throughout the proxy statement to be as of the date
of filing. We note numerous instances where it appears the disclosure is not as of the most
recent date. As just one example, the disclosure regarding the potential de-listing of your
securities from Nasdaq has not been updated to include recent developments.
Please revise your proxy statement to provide clear and consistent disclosure regarding
the number of Class A and Class B shares outstanding and entitled to vote; the number of
Class A and Class B shares held by the Sponsor; and the number of Class A and Class B
shares held by the Sponsor, officers and directors. In your response letter, tell us how you 3.
July 25, 2024
Page 2
arrived at the number of each class of shares. For example, disclosures in your proxy
statement and 2024 Form 10-K filed April 16, 2024, appear to indicate that the Sponsor
beneficially owns more Class A shares than the 583,743 Class A shares included in its
private placement units, as well as more Class A shares than are outstanding following
redemptions of Class A shares in connection with extension votes.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Lauren Pierce at 202-551-3887 or Kathleen Krebs at 202-551-3350 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Gregory Trask