UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40380

MAQUIA CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		85-4283150
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

50 Biscayne Boulevard, Suite 2406

Miami, FL 33132

(Address of Principal Executive Offices, including zip code)

(305) 608-1395

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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	OTC
Class A Common Stock, par value $0.0001 per share	MAQC	OTC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	MAQCW	OTC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


	☐ Large accelerated filer	☐ Accelerated filer
	☒ Non-accelerated filer	☒ Smaller reporting company
		☒ Emerging growth company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 22, 2024, there were 2,848,101 shares of Class A Common Stock, par value $0.0001 per share, and 2,371,813 shares of Class B Common Stock, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

MAQUIA CAPITAL ACQUISITION CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1

	Condensed Consolidated Balance Sheets (unaudited)	F-1

	Condensed Consolidated Statements of Operations (unaudited)	F-2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited)	F-3

	Condensed Consolidated Statements of Cash Flows (unaudited)	F-4

	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4

Item 4.	Control and Procedures	4

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	6

Item 1A.	Risk Factors	6

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

SIGNATURES		11

Table of Contents

Item 1. Financial Statements

MAQUIA CAPITAL ACQUISITION CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)


	June 30,		December 31,
	2024		2023
ASSETS
Current asset
Cash and cash equivalents	$	2,560	$	137,800
Prepaid expenses		40,500		12,915
Deferred tax asset		117,251		—
Income tax receivable		65,250		—
Due from Sponsor		—		475,038
Total current assets		225,561		625,753

Investments held in the Trust Account		11,633,963		11,957,157
Total Assets	$	11,859,524	$	12,582,910

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	814,136	$	663,559
Income taxes payable		—		25,446
Excise tax payable		275,665		265,380
Notes payable – Sponsor at cost		2,138,233		1,640,507
Note payable – Sponsor at fair value (cost: $3,461,944 at June 30, 2024 and December 31, 2023, respectively)		723,682		1,803,529
Total current liabilities		3,951,717		4,398,421

Deferred underwriting compensation		5,192,916		5,192,916
Warrant liability – Private Placement Warrants		5,837		5,837
Warrant liability – Public Warrants		173,097		160,117
Total liabilities		9,323,569		9,757,291

Commitments and Contingencies (Note 5)
Class A Common Stock subject to possible redemption; 997,316 and 1,090,718 shares at redemption value of $11.78 and $11.63 per share as of June 30, 2024 and December 31, 2023, respectively		11,749,679		12,680,351

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,712,438 issued and outstanding as of June 30, 2024 and December 31, 2023, (excluding 997,316 and 1,090,718 shares subject to possible redemption as of June 30, 2024 and December 31, 2023, respectively)		271		271
Class B common stock, par value $0.0001; 10,000,000 shares authorized; 2,371,813 issued and outstanding as of June 30, 2024 and December 31, 2023		237		237
Accumulated deficit		(9,214,232)		(9,855,240)
Total Stockholders’ Deficit		(9,213,724)		(9,854,732)
Total Liabilities, Temporary Equity and Stockholders’ Deficit	$	11,859,524	$	12,582,910

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements

F-1

Table of Contents

MAQUIA CAPITAL ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	For the		For the		For the		For the
	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2024		2023		2024		2023
General and administrative expenses	$	442,336	$	352,825	$	680,314	$	522,819
Total expenses		442,336		352,825		680,314		522,819

Other income (expenses)
Unrealized and realized gain on investment held in Trust Account		148,489		298,305		302,986		706,126
Change in fair value of derivative liabilities		1,112,608		(238,982)		1,066,865		(107,860)
Total other income		1,261,097		59,323		1,369,851		598,266
Income (loss) before tax		818,761		(293,502)		689,537		75,447
Income tax benefit (expense)		150,680		(73,933)		116,947		(164,622)
Net income (loss)	$	969,441	$	(367,435)	$	806,483	$	(89,175)
Weighted average shares outstanding of Class A Common Stock, basic and diluted		3,709,774		3,926,398		3,764,597		4,024,430
Basic and diluted net income (loss) per share – Class A Common Stock	$	0.16	$	(0.05)	$	0.13	$	(0.01)
Weighted average shares outstanding of Class B Common Stock, basic and diluted		2,371,823		3,190,560		2,371,823		3,841,930
Basic and diluted net income (loss) per share - Class B Common Stock	$	0.16	$	(0.05)	$	0.13	$	(0.01)

The accompanying notes are an integral part of these condensed consolidated unaudited financial statements

F-2

Table of Contents

MAQUIA CAPITAL ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2024


	Class A			Class B
	Common Stock			Common Stock			Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Deficit		Deficit
Balance as of January 1, 2024	2,712,438	$	271	2,371,813	$	237	$	(9,855,240)	$	(9,854,732)

Exercise tax payable	—		—	—		—		(10,285)		(10,285)
Fair value of shares issued under non-redemption agreements	—		—	—		—		(89,348)		(89,348)
Sponsor contribution for shares issued under non-redemption agreement	—		—	—		—		89,348		89,348
Remeasurement of Class A common stock to redemption value	—		—	—		—		(126,632)		(126,632)
Net loss	—		—	—		—		(162,958)		(162,958)
Balance March 31, 2024	2,712,438		271	2,371,813		237		(10,155,115)		(10,154,607)
Fair value of shares issued under non-redemption agreements	—		—	—		—		119,131		119,131
Sponsor contribution for shares issued under non-redemption agreement	—		—	—		—		(119,131)		(119,131)
Remeasurement of Class A common stock to redemption value	—		—	—		—		(28,559)		(28,559)
Net income	—		—	—		—		969,441		969,441
Balance June 30, 2024	2,712,438	$	271	2,371,813	$	237

SEC Form 10-Q filed by Maquia Capital Acquisition Corporation