On May 7, 2024, Maquia Capital Acquisition Corporation (“Maquia” or
the “Company”) received a notice from the Listing Qualifications
Department of the Nasdaq Stock Market (“Nasdaq”) that Maquia was
not in compliance with Nasdaq Listing Rule IM-5101-2 requiring a
special purpose acquisition company must complete one or more
business combinations within 36 months of the effectiveness of its
IPO registration statement triggering the issuance of a Staff
Delisting Determination under Rule 5810 to delist the Company’s
securities. Because the Company was unable to complete a business
combination by the end of the 36-month period, the Company was not
in compliance. In conformity with the Listing Rules, the Company
filed an appeal on May 13, 2024. A hearing on this matter was held
by the Nasdaq Hearings Panel (“Panel”) on June 20, 2024.
On July 9, 2024, Nasdaq advised the Company that
the Panel granted the Company’s request for continued listing on
the Nasdaq Capital Market (the “Decision”), subject to the
following: (1) on or before July 15, 2024, the Company will enter
into a definitive business combination agreement with Regulus 333,
S.A.P.I. de C.V.; and (2) on or before November 4, 2024, the
Company will complete the business combination agreement with
Regulus and demonstrate compliance with all applicable initial
listing standards for the Nasdaq Capital Market. Nasdaq advised it
is a requirement during the exception period that the Company
provide prompt notification of any significant events that occur
during this time that may affect the Company’s compliance with
Nasdaq requirements. This includes, but is not limited to, any
event that may call into question the Company’s ability to meet the
terms of the exception granted. The Panel reserved the right to
reconsider the terms of this exception based on any event,
condition or circumstance that exists or develops that would, in
the opinion of the Panel, make continued listing of the Company’s
securities on the Exchange inadvisable or unwarranted. In addition,
any compliance document would be subject to review by the Panel,
which may, in its discretion, request additional information before
determining that the Company has complied with the terms of the
exception.
On July 15, 2024, the Company executed a
Business Combination Agreement with Merger Sub and Velocium, Inc.
On July 17, 2024, the Company provided to Nasdaq a copy of the
Business Combination Agreement between the Company, Merger Sub, and
Velocium, Inc. On July 19, 2024, the Company filed a Form 8-K with
the SEC reporting the Business Combination Agreement with Merger
Sub and Velocium, Inc. A copy of that Form 8-K was provided to
Nasdaq on July 23, 2024.
On July 29, 2024, the Company received a notice
from Nasdaq (the “Delisting Decision”) that the Panel determined to
delist the securities of the Company from The Nasdaq Stock Market
(“Nasdaq” or the “Exchange”), due to its failure to comply with the
terms of the Panel’s Decision. The Panel advised that trading in
the Company’s securities would be suspended at the open of trading
on July 31, 2024, and that the Exchange would complete the
delisting by filing a Form 25 Notification of Delisting with the
U.S. Securities Exchange Commission, after applicable appeal
periods have lapsed. The Company may request that the Nasdaq
Listing and Hearing Review Council (the “Listing Council”) review
this Delisting Decision. A written request for review must be
received within 15 days from the date of the Delisting Decision.
Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a
fee of $15,000.00 to Nasdaq to cover the cost of the review.
On July 29, 2024, the Company submitted a
request to Nasdaq for the Panel to reconsider its Delisting
Decision. The Company also intends to timely request the Listing
Council review this Delisting Decision. However, there can be no
assurance that the Panel, the Listing Council, or Nasdaq will
reconsider or change the Delisting Decision.
On July 31, 2024, the Company filed an
application to list on the OTCQX with the same ticker symbols.
Additional information about the Delisting
Decision 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.
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 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.
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
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