UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): ~~January~~May 3129, 2025

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)		(IRS Employer Identification Number)

50 Biscayne Boulevard, Suite 2406

Miami, FL 33132

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (305) 608-1395

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ 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 240.13(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	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	MAQCU	OTC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share	MAQCU	OTC

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 54.~~03.~~01 ~~Amendments~~Changes ~~to Articles of Incorporation or Bylaws; Change~~ in ~~Fiscal~~Registrant’s Certifying ~~Year~~Accountant.

On May ~~August 7~~29, ~~2024~~2025, Maquia Capital Acquisition Corporation, a Delaware corporation (~~the~~ “~~Company~~Maquia”), ~~held~~or ~~a special meeting of stockholders (the~~ “~~Meeting~~SPAC”)., AtMaquia ~~the~~Merger ~~Meeting~~Sub, ~~the~~Inc., ~~Company’s~~a ~~stockholders~~Delaware ~~approved~~corporation anand ~~amendment~~wholly toowned ~~the~~direct ~~Company’s~~subsidiary ~~Amended and Restated Certificate~~ of ~~Incorporation (the~~SPAC (“~~Charter~~Merger ~~Amendment~~Sub”) ~~to extend the date by which the Company must consummate its initial business combination~~was ~~from~~notified ~~August 7, 2024 to January 7, 2025 (or such earlier date as determined~~ by ~~the~~Marcum ~~Board)~~LLP (~~the~~ “~~Extension Amendment Proposal~~Marcum”)~~. The~~ ~~Extension~~that ~~Amendment~~Marcum ~~Proposal,~~resigned ~~inadvertently,~~as ~~due~~the ~~to scriveror~~Company’s ~~error,~~independent ~~recited~~registered ~~January~~public ~~7th,~~accounting ~~2025 as the date~~firm. byOn ~~which the initial business combination must be consummated. The Maquia Board of Directors~~November 1, ~~however~~2024, ~~had~~CBIZ ~~alway~~CPAs ~~intended~~P.C. ~~that~~(“CBIZ ~~February 7th,~~CPAs”) ~~2025~~acquired be the ~~outside~~attest ~~extension~~business ~~date for the consummation~~ of ~~the business combination~~Marcum. AsOn aMay ~~result when the Company filed it's Pre 14A proxy materials on January 10~~29, 2025, ~~it corrected the extension date to February 7, 2025. However, the SEC January 15, 2025~~following ~~comment letter in response to~~ the ~~January~~approval ~~10,~~of ~~2025 Pre 14A rejected to filing and determined~~ the ~~Company~~Audit ~~should~~Committee ~~liquidate and return funds to investors. The Company believes the SEC at the time was unaware~~ of the ~~scrivenor~~Company’s ~~error~~Board ~~designating~~of ~~January 7~~Directors, ~~2025~~CBIZ asCPAs ~~the~~was ~~outside date.~~engaged, Ateffective ~~the Meeting~~immediately, ~~the~~as ~~Company’s stockholders approved an amendment to~~ the Company’s ~~Amended and Restated Certificate of~~ ~~Incorporation~~independent ~~(the~~registered ~~“Charter~~public ~~Amendment”)~~accounting to extend the date by which the Company must consummate its initial business combination from February 7, 2025 to February 7, 2026 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”)firm.

InThe ~~addition~~reports ~~the~~of ~~firm~~Marcum ~~has~~regarding ~~engaged~~the ~~Delaware~~Company’s ~~council~~financial statements for the fiscal years ended December 31, to2023 ~~remediate~~and ~~any~~2022 ~~omissions~~did innot ~~connection~~contain ~~with~~any ~~the~~adverse ~~filing~~opinion or disclaimer of ~~it's~~opinion and ~~charter~~were ~~amendments~~not ~~with~~qualified ~~the~~or ~~state~~modified ofas ~~Delaware.~~to Ituncertainty, isaudit ~~the~~scope, ~~expectation~~ or accounting principles except that, ~~all~~the ~~such~~reports ~~filings~~for ~~will~~the befiscal ~~properly~~years ended ~~ratified~~December 31, in2023 ~~accordance~~and ~~with~~2022 ~~Delaware~~included ~~law~~an ~~they're~~explanatory ~~all~~paragraph ~~actions~~relating ~~taken~~to bysubstantial doubt about the Company’s ~~will~~ability to becontinue ~~validated~~as a going concern.

~~The~~During ~~foregoing~~the ~~description~~fiscal years isended ~~qualified in~~December 31, ~~its~~2023 ~~entirety~~and by2022 ~~reference~~and tothrough May 29, 2025, the ~~Charter~~date ~~Amendment~~of Marcum’s resignation, there were (a) no ~~copy~~disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which isdisagreements, ~~attached~~if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as ~~Exhibit~~defined 3in Item 304(a)(1)(v) of Regulation S-K and the related instructions), except for the identified material weaknesses previously reported in our Annual Report on Form 10-K for the years ended December 31, 2023 and December 31, 2022. The material weakness identified in our Annual Report on Form 10-K for the year ended December 31, 2023 related to the lack of internal controls over 1) the ~~hereto~~identification, accounting and isreporting ~~incorporated~~for complex financial instruments, 2) the calculation and reporting of income taxes, and 3) over the protection of funds permitted for withdrawal from the trust, including both the timely payment of income and other tax liabilities and ineffective oversight by ~~reference~~the board and our management relating to the Company recurring ~~herein~~non- compliance with an investment management trust agreement. The material weakness identified in our Annual Report on Form 10-K for the year ended December 31, 2022 related to the lack of internal controls over the accounting for complex financial instruments.

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~2

AtDuring the ~~Meeting~~fiscal years ended December 31, 2023 anand ~~aggregate~~2022, ofand ~~at least~~through 3May 29,~~392~~ 2025,~~958~~ ~~shares~~the date of Marcum’s resignation, neither the Company nor anyone on the Company’s behalf ~~common~~consulted ~~stock,~~with ~~which~~CBIZ ~~represents~~CPAs regarding (i) the application of accounting principles to a ~~quorum~~specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ CPAs on the ~~outstanding~~Company’s ~~common~~financial ~~stock~~statements, ~~entitled~~and toCBIZ ~~vote~~CPAs asdid ofnot provide any written or oral advice that was an important factor considered by the ~~record~~Company ~~date~~in ofreaching ~~January~~a 3decision as to any such accounting, ~~2025~~auditing, ~~were~~or ~~represented~~financial inreporting ~~person~~issue or by(ii) any ~~proxy~~matter atthat was either the ~~Meeting~~subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

AtThe ~~the~~Company ~~Meeting,~~provided ~~the~~Marcum ~~Company’s~~with a copy of this ~~stockholders~~Current ~~approved~~Report ~~the~~on Form 8-K prior ~~Extension~~to ~~Amendment~~its ~~Proposal~~filing with the U.S. ~~The~~Securities ~~following~~and isExchange aCommission ~~tabulation~~(the of“SEC”) and requested that Marcum furnish the ~~votes~~Company with ~~respect~~a letter addressed to the ~~Extension~~SEC, ~~Amendment~~pursuant to Item 304(a)(3) of Regulation S-K, stating ~~Proposal~~whether ~~and~~it agrees with the ~~approval~~above statements made by us in response to Item 304(a) of Regulation S-K and, if it does not agree, the ~~Charter~~respects ~~Amendment:~~in which it does not agree, as required under Item 304(a)(3) of Regulation S-K. A copy of Marcum’s letter, dated May 30 , 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

For				Against				Abstain				Broker Non-Votes
	4,988,282				0				0				0

Item 9.01 Financial Statements and Exhibits.

In(d) connection with the vote to approve the Extension Amendment Proposal, public stockholders holding 76,516 of the Company’s Class A common stock, par value $0.0001, properly exercised their right to redeem their shares for a cash payment out of the Company’s trust account in connection with the Extension Amendment Proposal.Exhibits

AThe ~~proposal~~following toexhibits ~~adjourn~~are ~~the~~being ~~Meeting to~~filed ~~a later date was not presented because there were enough votes to approve the Extension Amendment Proposal.~~herewith:

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter from Marcum LLP to the Securities and Exchange Commission dated May 30, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits. The following exhibits are filed with this Form 8-K:~~3

Exhibit No.		Description of Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	Maquia Capital Acquisition Corporation
Dated: May 30, 2025
	By:	/s/Jeronimo Peralta
		Name:	Jeronimo Peralta
		Title:	Chief Financial Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~4

Dated: January 31, 2025

Maquia Capital Acquisition Corporation By: /s/Jeronimo Peralta Name: Jeronimo Peralta Title: Chief Financial Officer

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