Maquia Capital Acquisition Corporation *

PROPOSED BUSINESS COMBINATION: Velocium, Inc.

ENTERPRISE VALUE: TBD

ANTICIPATED SYMBOL: VAI

Maquia Capital Acquisition Corp. entered into a definitive business combination agreement with Velocium, Inc.

• Velocium is installing advanced computing capacity based on revolutionary high efficiency, high performance compute and AI- focused Velocium processing units (“VPUs”). While also being dramatically more energy efficient than traditional data centers, Velocium aims to reduce latency for its customers.

EXTENSION – 1/31/25 – LINK

• The SPAC approved the extension from February 7, 2025 to February 7, 2026.
  • 76,516 shares were redeemed.
  • No contribution will be made into the trust account.

SUBSEQUENT EVENT 1/10/25 – LINK

• The SPAC has a deadline date set to January 7, 2025 to complete its businesses combination. They have passed this date and released a filing stating that they will hold a meeting on January 31, 2025, to vote on an extension. The proposed extension would move the deadline from February 7, 2025, to February 7, 2026, leaving a one-month gap.

EXTENSION – 8/23/24 – LINK

• The SPAC approved the extension from August 7, 2024 to January 7, 2025.
  • 861,653 shares were redeemed.
  • No contribution will be made into the trust account.

TRANSACTION

• The transaction values the Company at $445,000,000.
• The surviving Company is expected to be named Velocium with its common stock trading on The Nasdaq Stock Market under the symbol of “VAI.”
• The company will continue to be headquartered in Miami, Florida and led by its CEO, Daniel Kochis.

SPAC FUNDING

• The SPAC may execute subscription agreements with certain PIPE investors mutually agreed by the SPAC and the Company

LOCK-UP

• Company:
  • The Holders will agree to lock-up their shares until the earliest of:
    • (i) the date that is six months from the Closing Date, and
    • (ii) the date the sale price of the Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Closing Date commencing at least 150 days after the date of the Lock-up Agreement.
• Sponsor:
  • The Holders will agree to lock-up their shares until the earliest of:
    • (i) the date that is six months from the Closing Date, and
    • (ii) the date the sale price of the Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

• Maquia shareholder approval
• Upon the Closing, after giving effect to the SPAC Redemptions, SPAC will have net tangible assets of at least $5,000,001.

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by either SPAC or the Company if the Effective Time will not have occurred prior to November 4, 2024 (the “Outside Date”).

ADVISORS

• Company Advisors:
  
  • TBD
• SPAC Advisors:
  
  • TBD

The below-announced combination was terminated on 5/22/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Immersed Inc. [Terminated]

ENTERPRISE VALUE: TBD

ANTICIPATED SYMBOL: AIMR

Maquia Capital Acquisition Corp. entered into a definitive business combination agreement with Immersed Inc.

• Immersed is a leading provider of enterprise AI productivity solutions that digitally transform the working environment to enhance worker and company efficiency.
• Founded in 2017 and headquartered in Austin, Texas, Immersed has developed some of the leading spatial computing software optimized for enterprise, that allows users to work full-time with their team in virtual AR/VR spaces.
• Immersed is also developing purpose-built spatial computing hardware that bridges the physical world to the virtual world (the “Visor”, that Immersed intends to develop with a major AR/VR manufacturing company) and an AI assistant trained for enterprise office productivity using a multi-modal Large Language Model (LLM) named “Curator” that it believes has the potential to vastly increase worker productivity.

SHAREHOLDER VOTE – 5/21/24 – LINK

• The SPAC approved the election or two directors and the appointment of Marcum LLP as the independent registered public accounting firm.

EXTENSION – 2/8/24 – LINK

• The SPAC approved the extension from February 7, 2024 to August 7, 2024.
  • 93,402 shares were redeemed.
  • No contribution will be made into the trust account.

TRANSACTION

• The transaction values Immersed at $150,000,000.
• The Combined Company is expected to be named “Immersed Inc.” and its common stock is expected to trade on The Nasdaq Stock Market under the ticker symbol “AIMR“.
• The Company will continue to be headquartered in Austin, Texas, and will continue to be led by Renji Bijoy (Forbes 30 Under 30, 2021 and Georgia Tech Hall of Fame, 2021), Founder and CEO of Immersed.
• Immersed has executed $1.95 million in strategic bridge financing by entering into convertible notes with All Blue Capital, Pat Gelsinger (Intel’s CEO), Tim Tebow, Sovereign Capital, and others.

SPAC FUNDING

• In connection with the Backstop, the Company shall issue to the Backstop Provider an aggregate of 650,000 shares of New SPAC Common Stock, which such shares shall be allocated from the Forfeited Sponsor Shares.

EARNOUT

• [CANCELED] Sponsor Earnout:
  • The Sponsor agreed to subject 1,362,000 of its shares of New SPAC Common Stock to an earnout as follows: following the Closing, if, at any time during the period following the Closing and expiring on the second anniversary of the Closing Date (the “Earn- Out Period”),
    • (i) the price of the shares of New SPAC Common Stock equals or exceeds $13.00 per share for any period of 5 consecutive Trading Days, 500,000 Sponsor Earn-Out Shares will no longer be subject to forfeiture;
    • (ii) the price of the shares of New SPAC Common Stock equals or exceeds $15.00 per share for any period of 5 consecutive Trading Days, an additional 500,000 Sponsor Earn-Out Shares will no longer be subject to forfeiture; and
    • (iii) the price of the shares of New SPAC Common Stock equals or exceeds $20.00 per share for any period of 5 consecutive Trading Days, an additional 362,000 Sponsor Earn-Out Shares will no longer be subject to forfeiture.

• Sponsor Forfeiture:
  • In lieu of the Earn-Out, the Sponsor shall forfeit and surrender to SPAC for cancellation 1,507,000 shares of SPAC Class A Common Stock.
• Company Earnout:
  • The Amended BCA provides that in addition to the consideration to be received pursuant to the Business Combination Agreement, if, on the date that is 9 months after the Closing Date, a number equal to at least 65% of the persons that were employees of the Company as of the Closing Date continue to be employees of the Company, then following the achievement of the Earnout Target, the stockholders of the Company as of immediately prior to the Closing, shall receive and the SPAC shall issue an aggregate of 4,000,000 shares of New SPAC Common Stock.

LOCK-UP

• Company and Sponsor:
  • The holders agree not to transfer any of its shares until the earlier of:
    • (i) the date that is six months from the Closing Date, or
    • (ii) the last consecutive trading day where the sale price of the New SPAC Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the Closing Date commencing at least 150 days after the date of this Agreement.

NOTABLE CONDITIONS TO CLOSING

• Maquia shareholder approval
• The Amended BCA adds a closing condition in favor of Immersed pursuant to which the available cash at Closing shall be equal to or greater than $25,000,000; provided, that, if the available cash at Closing is equal to $21,900,000, such condition (unless waived) may be satisfied if Sponsor forfeits and surrenders to the SPAC for cancellation 310,000 shares of SPAC Class A Common Stock.
  • The available cash was amended from $11.9 million to $13.4 million and the minimum cash closing condition was raised to $26.4 million.

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by either SPAC or the Company if the Effective Time will not have occurred prior to February 7, 2024 (the “Outside Date”).
• Outside Date extended to April 7, 2024.
• Outside Date extended to May 7, 2024.

ADVISORS

• Immersed Advisors:
  • Greenberg Traurig, LLP is serving as legal advisor
• Maquia Advisors:
  • EF Hutton is serving as capital markets advisor
  • The Law Offices of Allan M. Lerner and Homer Bonner Jacobs Ortiz are serving as legal advisors

EXTENSION – 5/11/23 – LINK

• The SPAC approved the extension from May 7, 2023 to February 7, 2024.
  • 2,449,091 shares were redeemed.
  • $0.025/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 5/5/23 – LINK

• The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 247,883 shares
  • The Sponsor will transfer 79,323 Class A shares to the non-redeeming shareholders

EXTENSION – 11/2/22 – LINK

• Maquia Capital Acquisition Corporation announced today that Maquia Investments North America, LLC (the “Sponsor”) will increase its contribution to Maquia’s trust account from $0.0333 to $0.045 for each share of Class A common stock, in connection with the stockholder vote to approve an amendment to its charter to extend the date by which Maquia has to complete an initial business combination from November 7, 2022, to May 7, 2023, or such earlier date as determined by the Company’s board of directors.
• The Sponsor or its designees will contribute to the Company as a loan an aggregate of $0.045 for each share of Class A commons stock that is not redeemed, for each calendar month (commencing on November 7, 2022 and on the 7th day of each subsequent month) until May 7, 2023, or portion thereof, that is needed to complete an initial business combination.
• Each Contribution will be deposited in the trust account within 5 business days from the beginning of such calendar month.
• Accordingly, if the Charter Extension is approved and the Company needs until May 7, 2023, which is the full amount of time permitted by the Charter Extension, to complete its initial business combination, the redemption amount per share at the meeting for such business combination or the Company’s subsequent liquidation will be approximately $10.62 per share, in comparison to the current redemption amount of $10.35 per share (assuming no public shares are redeemed).
• In connection with the Meeting, stockholders holding 13,769,910 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account.
• As a result, approximately $143.5 million (approximately $10.42 per Public Share) will be removed from the Trust Account to pay such holders and approximately $36.9 million will remain in the Trust Account. Following redemptions, the Company will have 3,539,809 Public Shares outstanding.

SUBSEQUENT EVENT – 10/31/22

• The SPAC changed the date of the shareholder vote from November 1, 2022, to November 3, 2022. – LINK
• The SPAC also announced that it is working diligently with a target company toward a definitive agreement. – LINK
  • The Company considers the target to be a potentially high-growth company in the fintech sector.

EXTENSION – 7/27/22 – LINK

• The SPAC extended the time to complete a business combination from August 7, 2022 to November 7, 2022.
  • The Sponsor has notified the Company that it intends to deposit an aggregate of $1,730,971.90 (representing $0.10 per public share) into the Company’s trust account

EXTENSION – 5/4/22 – LINK

• The SPAC extended the time to complete a business combination from May 7, 2022 to August 7, 2022.
  • The Sponsor has notified the Company that it intends to deposit an aggregate of $1,730,971.90 (representing $0.10 per public share) into the Company’s trust account

MANAGEMENT & BOARD

Executive Officers

Jeff Ransdell, 52
Chief Executive Officer

Mr. Ransdell is a venture capitalist building a portfolio of exponential technology companies at the Coconut Grove based venture capital firm Fuel Venture Capital, which he founded in 2016 following a departure from the private wealth management industry. Fuel Venture Capital currently manages a $200 million fund and has a portfolio of almost a dozen companies, such as Bolt, AdMobilize, Taxfyle, and Eyrus. Mr. Ransdell approaches venture capital with a signature “founder focused, investor driven” mindset, shaped by his experience as a top executive of Bank of America Merrill Lynch. As a managing director and market executive of Bank of America Merrill Lynch, he managed more than $130 billion of global private client investment assets, a P&L of $2 billion, and over 2,000 employees across the bank’s Southeast Wealth Management Division. He is regularly called upon to share his insights on the global economy with outlets such as CNBC, CBS and American City Business Journals. Mr. Ransdell earned a bachelor’s degree from The University of North Dakota.

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Guillermo Cruz, 28
Chief Operating Officer

Mr. Cruz has served as the Managing Partner of Benessere Capital Acquisition Corp. (NASDAQ:BENEU) since November 2020. In October 2020, Mr. Cruz formed Maquia Capital, an agricultural private equity firm which manages investments in Mexico, the United States, and Latin America. Since June 2010, Mr. Cruz has served as the Chief Executive Officer and a partner of Asesores de Consejo y Alta Direccion S.C. and Board Solutions LLC (“ACAD & Board Solutions”), the largest corporate governance consulting firm in Latin America in revenue. While Mr. Cruz was at ACAD & Board Solutions, under his leadership, the firm’s accumulated revenue increased by 150% and the firm’s client base increased to 400 clients. Since March 2017, Mr. Cruz has served on the board of directors of ACAD & Board Solutions, where he serves on the board’s audit, compensation and governance committees. Mr. Cruz has also served as a member of the board of directors of ACAD & Board Solutions since June 2010, where he served on the company’s audit, compensation and governance committees. In March 2013, Mr. Cruz founded Governance Commitment Capital SAPI de CV, or GC Capital, a venture capital firm partnering with startups in a variety of industries, and continues to act as the Managing Partner today. At GC Capital, Mr. Cruz manages investments and participates as a member in the board of the directors of the startups, and also has served as a member of GC Capital’s board of directors since March 2013, and serves on the board’s governance committee. Since October 2020, Mr. Cruz has been a board member of Integradora Mexicana de Negocios GC SAPI de CV, where he serves on the governance committee. Mr. Cruz holds a MS in Finance from Harvard University, a certificate in business administration from the Yale School of Management, and a bachelor’s degree from the University of Texas at Austin.

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Jeronimo Peralta, 28
Chief Financial Officer

Mr. Peralta has served as Managing Partner and Chief Investment Officer for Maquia Capital, a private equity firm specializing in the agriculture foods industry in Mexico, since October 2020. Since March 2013, Mr. Peralta has served as the Investment Director of GC Capital, where he manages venture capital companies. Mr. Peralta has served as a director of Integradora Mexicana de Negocios GC SAPI de CV since October 2020, and serves on the board’s governance committee. Since March 2013, Mr. Peralta has served on the board of GC Capital, where he also serves on their board’s governance committee. Mr. Peralta received his Bachleor’s degree in Corporate Finance from the Universidad Anahuac, and received his Master’s degree in Business Administration from the Ipade Business School.

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Maggie Vo, 34
Chief Investment Officer

Ms. Vo has more than a decade’s finance experience in the public markets, analyzing and managing investments across a wide spectrum of asset classes, both traditional and alternative. Since January 2018, Ms. Vo has served as General Partner and Chief Investment Officer of Fuel Venture Capital, Maggie spearheads due diligence processes that determine prospective investments and capital deployment and steers valuation analyses of existing portfolio companies. She previously worked as Portfolio Manager at Blue Shores Capital from November 2011 to December 2017, where she managed the boutique hedge fund’s flagship Global Long Short Equity strategy. Ms. Vo began her career in finance at Prudential Vietnam Fund Management and, later, Prudential Property Investment Managers in Singapore. Maggie holds a B.S. in Financial Economics and Mathematics from Centre College.

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Board of Directors

Guillermo Cruz Reyes, 61
Director 

Mr. Cruz has served as the Chairman of Asesores de Consejo y Alta Dirección and Board Solutions LLC (“ACAD & Board Solutions”), Latin America´s leading firm specialized in Corporate Governance and Family Business services since September of 2008. While at ACAD & Board Solutions, Mr. Cruz has been in charge of providing corporate governance, internal audit, internal control and risk management services to public and private firms. Prior to this, from March 1999 until September 2008, Mr. Cruz was a senior Partner in Charge of Corporate Governance, Internal Audit and Risk Management Services at Deloitte Touche Tohmatsu Limited (“Deloitte”). Since March 2018, Mr. Cruz has served on the board of directors of Las Sevillanas, a milk candy brand, where he operates as the President of the governance committee. Mr. Cruz received a Bachelor’s Degree in Accounting from Instituto Politecnico Nacional, received a certification in International Management from New York University, a Ph.D in Business with a concentration in Corporate Governance & Control from Universidad Anahuac, a Master’s degree in Finance from the Instituto Tecnologico Autonomo de Mexico and a certification in Family Governance from the Wharton School of Business at the University of Pennsylvania. We believe that Mr. Cruz is well-qualified to serve on our board of directors due to his corporate governance, audit, and accounting experience.

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Luis Armando Alvarez, 58
Director

Mr. Alvarez has been the President of MXC, a boutique investment banking firm, since April 2019, where he oversees and manages the global operations of the bank. From January 2013 to April 2019, Mr. Alvarez served as the Chief Executive Officer of Banco Actinver (BMV: ACTINVRB), Mexican Financial Institution, where he oversaw and managed the global operations of the bank. Prior to that, July 2011 until December 2013, Mr. Alvarez was a Managing Director of Santander Bank, S.A. (NYSE: SAN), a Spanish multinational financial services company, where he was involved in investment banking, advisory and capital raising services. From January 2002 until June 2011, Mr. Alvarez worked at IXE Grupo Finaciero, where Mr. Alvarez was General Director of Institutional Sales, Government and Federal entities, where his work focused on specializing investment banking, institutional sales, derivatives and asset management. Mr. Alvarez earned a Degree in Accounting and a Masters in Finance both from Universidad de Valle de Mexico.

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Pedro Manuel Zorilla Velasco, 58
Director

Mr. Zorilla served as the Executive Vice President and Chief Operating Officer for the Housing & Mortgage Development the Co-Chief Executive Officer and Chief Operating Officer for the Mexican Stock Exchange from June 2001 until March 2018. Prior to that, From May 1995 until June 2001, Mr. Zorilla was a Technical Director at the Mexican Banks Association. Since May 2020, Mr. Zorilla has served on the board of directors of four companies: Consorcio ARA (BMV: ARA), a Mexico-based construction company, EXITUS Capital, a Mexican financial services company, Mexican Auto Dealers Association, a Mexican car dealer organization, and Operadora Valmex de Fondos de Inversion, an authorized investment fund operator in Mexico. Mr. Zorilla holds his Bachelor’s degree in Economics from Instituto Tecnologico Autonomo de Mexico, and received his Master’s degree in Public Administration from Harvard University’s John F. Kennedy’s School of Government.

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Luis Antonio Marquez-Heine, 56
Director

Mr. Maquez has served as the Director of the Center for Corporate Innovation and Entrepreneurship at Campus Sante Fe, and as the Director of the Full Time MBA program at EGADE Business School since March 2017. Prior to that, Mr. Maquez was a fund manager of Bricapital and Mexico Hotel Platform, two hospitality private equity funds, from 2013 to 2017. From 2004 to 2013, Mr. Marquez was the Chief Executive Officer of the Mexican Private Equity Association. Mr. Maquez has been an independent board member and the head of the Investment Committee of Hotels Mision, a Mexican-based hotel chain, Serfimex Capital, a Mexican financial institution dedicated to business investment, and Exitus Credit, a Mexican financial services company providing credit solutions to consumers. Mr. Marquez received his Bachelor’s degree in Law from the Universidad Nacional Autonoma de Mexico and received his Master’s degree in Public Administration from Harvard University.

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Patrick Orlando, 48 [Resigned 10/12/22]
Director

Mr. Orlando currently serves as Chief Executive Officer for Benessere Capital Acquisition Corp. (NASDAQ: BENE), a special purpose acquisition company, and has been in that role since January 2021. He has also served as the Chief Executive Officer of Yunhong International (NASDAQ: ZGYHU), a special purpose acquisition company, since January 2020. Mr. Orlando is the founder and Chief Executive Officer of Benessere Capital LLC, an investment consulting and investment banking firm, and has served as the company’s Chief Executive Officer since April 2012. At Benessere Capital LLC, he has advised clients on fundraising, capital deployment, mergers and acquisitions, private placements, and products marketing. From November 2014 to August 2018, Mr. Orlando served as the Vice President of Sucro Can International LLC, a sugar processing company, where he focused on compliance, finance, and processing technology. From March 2011 to March 2014, Mr. Orlando served as the Managing Director and the Head of Structuring and Derivatives of BT Capital Markets, LLC, a boutique investment bank in Miami, Florida, where he was involved in managing global derivatives and structuring activities. Mr. Orlando earned degrees in Mechanical Engineering and Management Science from the Massachusetts Institute of Technology (MIT).

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