株探米国株
英語
エドガーで原本を確認する
false 0001844419 0001844419 2024-03-29 2024-03-29 0001844419 maqcu:UnitsEachConsistingOfOneShareOfClassCommonStockAndOnehalfOfOneRedeemableWarrantMember 2024-03-29 2024-03-29 0001844419 us-gaap:CommonClassAMember 2024-03-29 2024-03-29 0001844419 us-gaap:WarrantMember 2024-03-29 2024-03-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 29, 2024

 

 

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:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ 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 The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share MAQC The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock for $11.50 per share MAQCW The Nasdaq Stock Market LLC

 

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 7.01 Regulation FD Disclosure.

 

Furnished as Exhibit 99.1 to this Current Report on Form 8-K is the investor presentation (the “Investor Presentation”) that will be used by Maquia Capital Acquistion Corporation (“Maquia”), in connection with the transactions contemplated by the Business Combination Agreement described below (the “Business Combination”).

 

As previously reported, on August 8, 2023, Maquia, Maquia Merger Sub, Inc., and Immersed Inc. (“Immersed”), entered into a Business Combination Agreement pursuant to which Maquia and Immersed agreed to pursue a Business Combination.

 

The Investor Presentation is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

 

Additional Information and Where to Find It

 

In connection with the Business Combination, Maquia filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which included a preliminary proxy statement/prospectus of Maquia and consent solicitation statement of Immersed, in connection with the Business Combination and related matters. After the Registration Statement is declared effective, Maquia and Immersed will mail a definitive proxy statement/prospectus and other relevant documents to their respective stockholders. This Current Report on Form 8-K does not contain any information that should be considered by Maquia’s or Immersed’s stockholders concerning the transaction and is not intended to constitute the basis of any voting or investment decision in respect of the transaction or the securities of Maquia. Maquia's and Immersed’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus/consent solicitation statement, and amendments thereto, and, when available, the definitive proxy statement/prospectus/consent solicitation statement in connection with Maquia's and Immersed solicitation of proxies for their stockholders' meetings to be held to approve the Business Combination and related matters because the proxy statement/prospectus/consent solicitation statement will contain important information about Maquia and Immersed and the proposed Business Combination.

 

The definitive proxy statement/prospectus/consent solicitation statement will be mailed to stockholders of Maquia and Immersed as of a record date to be established for voting on the proposed Business Combination and related matters. Stockholders may obtain copies of the registration statement, proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC by Immersed and Maquia, when available, without charge, at the SEC's website at www.sec.gov or by directing a request to: Maquia Capital Acquisition Corp., at https://maquiacapital.com/ or a written request to: Jeronimo Peralta, Chief Financial Officer, 50 Biscayne Boulevard, Suite 2406, Miami, FL 33132.

 

No Offer or Solicitation

 

This Current Report on Form 8-K is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction, neither is it intended to nor does it not constitute an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor is it a solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Participants in Solicitation

 

This Current Report on Form 8-K is not a solicitation of a proxy from any investor or securityholder. Maquia, Maquia Investments North America LLC (Maquia's Sponsor), Immersed and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Maquia's stockholders with respect to the proposed Business Combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Maquia or Immersed in the proxy statement/prospectus/consent solicitation statement relating to the proposed Business Combination filed with the SEC. These documents may be obtained free of charge from the sources indicated above.

 

2


 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this Current Report on Form 8-K are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, words such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding the proposed Business Combination, are forward-looking statements.

 

These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the inability of the parties to complete the transactions contemplated by the definitive agreement relating to the Business Combination in a timely manner or at all; the risk that the Business Combination may not be completed by Maquia's initial business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Maquia; the outcome of any legal proceedings that may be instituted against Maquia or Immersed, the post-combination company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the stockholders of Maquia; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement relating to the Business Combination; costs related to the proposed transaction; actual or potential conflicts of interest of Maquia’s management with its public stockholders; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the effect of the announcement or pendency of the Business Combination on Immersed's business relationships, operating results, current plans and operations of Immersed; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the post-combination company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; changes in applicable laws or regulations; the possibility that Maquia, Immersed or the post-combination company may be adversely affected by other economic, business, and/or competitive factors; Maquia's or Immersed's estimates of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the proposed Business Combination; Maquia’s and Immersed's ability to execute on their business plans and strategy; the risk that the price of Macquia’s or the post-combination company’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting the post-combination company’s business and changes in the combined capital structure; the post-combination company’s ability to successfully develop and integrate its innovative products, including Visor; risks related to the spatial computing software market in general; and other risks and uncertainties described from time to time in filings with the SEC.

 

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Registration Statement referenced above and other documents filed by Maquia from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Maquia and Immersed assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Neither Maquia nor Immersed gives any assurance that Maquia or Immersed, or the post-combination company, will achieve any stated expectations.

 

Item 9.01. Financial Statements and Exhibits.

  

Exhibit No. Description
99.1 Investor Deck
104 Cover Page Interactive Data File (formatted as Inline XBRL)

 

3


 

SIGNATURE

 

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.

 

Dated: March 29, 2024

 

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

 

4

 

EX-99.1 2 tm2410265d1_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

GRAPHIC

Austin, TX March 2024 immersed.com Investor Presentation POWERING THE FUTURE OF WORK


GRAPHIC

DISCLAIMER About this presentation Cautionary Statement Regarding Forward-Looking Statements This investor presentation (this “Presentation”) relates to a proposed business combination (the “Business Combination”) between Maquia Capital Acquisition Corp. (“Maquia”) and Immersed Inc. (“Immersed”). This Presentation does not contain all the information that should be considered with respect to the proposed Business Combination. It is not intended to form any basis of any investment decision or any decision in respect to the proposed Business Combination. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Maquia, Immersed, or any of their respective affiliates. Certain statements in this Presentation are "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, words such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. All statements other than statements of historical fact contained in this press release, including statements regarding market trends, collaborations with tech giants and the potential benefits, anticipated market position and growth potential of Immersed’s existing and future innovative technology and products are forward-looking statements. The factors that may cause actual results to differ materially from current expectations include, but are not limited to: the inability of the parties to complete the transactions contemplated by the definitive agreement relating to the Business Combination in a timely manner or at all; the risk that the Business Combination may not be completed by Maquia's initial business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Maquia; the outcome of any legal proceedings that may be instituted against Maquia or Immersed, Immersed or others following the announcement of the Business Combination and any definitive agreements with respect thereto; the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the stockholders of Maquia; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement relating to the Business Combination; costs related to the proposed transaction; actual or potential conflicts of interest of Maquia’s management with its public stockholders; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the effect of the announcement or pendency of the Business Combination on Immersed's business relationships, operating results, current plans and operations of Immersed; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Immersed to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; changes in applicable laws or regulations; the possibility that Maquia, Immersed or Immersed may be adversely affected by other economic, business, and/or competitive factors; Maquia's or Immersed's estimates of expenses and profitability; expectations with respect to future operating and financial performance and growth, including the timing of the completion of the proposed Business Combination; Maquia’s and Immersed's ability to execute on their business plans and strategy; the risk that the price of Macquia’s or Immersed’s securities may be volatile due to a variety of factors, including macro-economic and social environments affecting Immersed’s business and changes in the combined capital structure; Immersed’s ability to successfully develop and integrate its innovative products, including Visor; risks related to the spatial computing software market in general; and other risks and uncertainties described from time to time in filings with the Securities and Exchange Commission (the “SEC”)


GRAPHIC

DISCLAIMER (Cont’d) Financial Information Use of Projections Industry and Market Data Trademarks and Copyright The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Registration Statement referenced above and other documents filed by Maquia from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Maquia and Immersed assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law. Neither Maquia nor Immersed gives any assurance that Maquia or Immersed, or Immersed, will achieve any stated expectations. The financial information and data contained in this Presentation has not been audited in accordance with the standards of the Public Company Accounting Oversight Board and does not conform to Regulation S-X. Such information and data may not be included in, may be adjusted in or may be presented differently in the registration statement to be filed by Maquia relating to the proposed Business Combination and the proxy statement/prospectus contained therein. This Presentation contains projected financial information with respect to Immersed. Such projected financial information constitutes forward-looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. In this Presentation, Immersed relies on and refers to certain information and statistics obtained from third-party sources which it believes to be reliable. Neither Maquia nor Immersed has independently verified the accuracy or completeness of any such third-party information. This data is subject to change. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Immersed or the Business Combination. The recipient should make its own evaluation of Immersed and of the relevance and adequacy of the information and should make such other investigations as it deems necessary. This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the


GRAPHIC

DISCLAIMER (Cont’d) Additional Information and Where to Find It No Offer or Solicitation Participants in Solicitation trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, © or ® symbols, but Maquia and Immersed will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. In connection with the proposed business combination (the "Business Combination"), Maquia has filed with the SEC the Registration Statement, which includes a preliminary proxy statement/prospectus of Maquia and consent solicitation statement of Immersed, in connection with the Business Combination and related matters. After the Registration Statement is declared effective, Maquia and Immersed will mail a definitive proxy statement/prospectus and other relevant documents to their respective stockholders. This Presentation does not contain any information that should be considered by Maquia’s or Immersed’s stockholders concerning the transaction and is not intended to constitute the basis of any voting or investment decision in respect of the transaction or the securities of Maquia. Maquia's and Immersed’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus/consent solicitation statement, and amendments thereto, and, when available, the definitive proxy statement/prospectus/consent solicitation statement in connection with Maquia's and Immersed solicitation of proxies for their stockholders' meetings to be held to approve the Business Combination and related matters because the proxy statement/prospectus/consent solicitation statement contains important information about Maquia and Immersed and the proposed Business Combination. The definitive proxy statement/prospectus/consent solicitation statement will be mailed to stockholders of Maquia and Immersed as of a record date to be established for voting on the proposed Business Combination and related matters. Stockholders may obtain copies of the registration statement, proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC by Immersed and Maquia, when available, without charge, at the SEC's website at www.sec.gov or by directing a request to: Maquia Capital Acquisition Corp., at https://maquiacapital.com/ or a written request to: Guillermo@maquiacapital.com. This Presentation is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction, neither is it intended to nor does it constitute an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor is it a solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. This Presentation is not a solicitation of a proxy from any investor or securityholder. Maquia, Maquia Investments North America LLC (Maquia's Sponsor), Immersed and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Maquia's stockholders with respect to the proposed Business Combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Maquia or Immersed in the proxy statement/prospectus/consent solicitation statement relating to the proposed Business Combination filed with the SEC. These documents may be obtained free of charge from the sources indicated below.


GRAPHIC

*As of 03/24/2024 Maquia management team is comprised of seasoned Wall Street veterans and private equity professionals, bringing a combined work experience of 40+ years collectively and more than $750M Assets Under Management. A venture capitalist building a portfolio of exponential technology companies at Fuel Venture Capital, which he founded in 2016 after a career in private wealth management. Mr. Ransdell boasts a signature “founder focused, investor driven” mindset, shaped by his experience as a top executive of Bank of America Merrill Lynch. JEFF RANSDELL CEO Served as Managing Partner and CIO for Maquia Capital since October 2020. From March 2013, Mr. Peralta has served as the Investment Director of a venture capital firm GC Capital. Bachelor’s degree in Corporate Finance from the Universidad Anahuac, and a Master’s degree in Business Administration from the Ipade Business School. More than a decade’s finance experience in the public markets, analyzing and managing investments across a wide spectrum of asset classes. Ms. Vo has served as General Partner and Chief Investment Officer of Fuel Venture Capital, spearheading due diligence processes that determine prospective investments and capital deployment. Mr. Cruz formed Maquia Capital, an opportunistic private equity firm which manages investments in Mexico, the United States, and Latin America. Mr. Cruz has served as CEO and partner of the largest corporate governance consulting firm in Latin America in revenues. He holds an MSc in Finance from Harvard University. GUILLERMO CRUZ COO MAGGIE VO CIO JERONIMO PERALTA CFO TRANSACTION & MANAGEMENT OVERVIEW Maquia Capital Acquisition Corporation (“MAQUIA”) is a SPAC or blank check vehicle, incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. It listed its shares on the Nasdaq in May 2021, with $11.99M reported value in current cash in trust. * Targets that leverage SaaS, tech and big data to enhance productivity on user experience. Alternative business models and a diversification of revenue including hardware and software. Good level of governance with strong board leadership. A company that has a strong growth potential with a high level of scalability vs its peers. INVESTME NT THESIS


GRAPHIC

" Company O#e#ie In#e!tment Hig ig t Ind!ty O#e#ie Financia Po- an!action Ttcte ABLE OF CONENT


GRAPHIC

COMPANY OVERVIEW 1


GRAPHIC

HIGHLIGHTS 2017 Founded in Austin, TX 21 EMPLOYEES Additional 45 contractors* 300+ Million Views across social media platforms*** $16,000,000 Raised to date** *As of 03/24/2024 **Since inception to 08/08/2023 ***Trailing 6 months ending 03/28/2024


GRAPHIC

Talented Management and Development Team 8+ years of industry experience
 with a software test engineering
 focus, including maintaining stability on one of the top applications on the Meta Quest Store RENJI Founder & CEO/CTO MITU Test Engineer ROMEO Director of AI RYAN Head of Commercialization JOE VP of XR Development ALBERTO VP of Web Infrastructure VIK Director of R&D PABLO CV / ML Developer CALEB Director of Operations TATSUYA Mac / Linux Developer SCOTT Senior Windows Architect JOSH Head of Content Forbes 30 under 30 (2021), 
 Master’s in AI from GT, 
 Techstars Founder, 
 lead Software Architect @ GreatBigStory.com (CNN) Master’s in AI from GT, Advisor for Udacity s Deep Learning Courses 10+ years in CTO positions at startups & large companies High skilled in Cloud, Big Data, ML, DevOps and scalable architectures Photonics R&D @ MagicLeap
 XR Researcher @ MIT Media Lab Director of Engineering & AI @ $30B company Created the world s fastest multi monitor streaming tech for mobile platforms & Y Combinator graduate. Creator of the most thriving community in the Meta Quest Store Managed non profit client with 8,000+ members 8+ years of recruiting and
 building software engineering
 teams at Google, Facebook, and Indeed 10+ years experience in creating product & content strategy Amassed 30M+ views across content created Built cutting edge hand
 pose estimation tech, SLAM algorithms, and other AI tech. 30+ yrs of leading Operating
 System development teams.
 Co author of Windows 8 and
 Windows Phone for HP. Architect for the #1 non gaming
 app on the Oculus Store, 
 Techstars graduate


GRAPHIC

AT A GLANCE: 3 CORE BUSINESS LINES HARDWARE + Light-weight, sleek design for professionals on the go + High quality alternative to the Apple Vision Pro at 1/4th the cost. + Fully functional XR device with industry leading text clarity. +In active development AI-DRIVEN ASSISTANT + A knowledge worker’s Professional Assistant. + Comprehends and contextualizes your virtualized work experiences and offers you instant access to expert knowledge, proactive tasks, and personalized support. + Helps you with menial tasks in your virtual environment, allowing you to concentrate on higher-value tasks with less effort. +In active development APPLICATION + Create multiple virtual screens with no extra hardware. + Collaborate in real-time as if in the same office + Focus better in distraction-free workspaces – it’s noise canceling for your eyes + Compatible with all industry leading headsets. Partnered with


GRAPHIC

Immersed Has Achieved Early Traction... 1,000,000+ Unique Users 87,000 Peak monthly active users, March 2024 1.5 MILENNIA Spent in Immersed since listing on the Meta Quest App Store 20 MILLION MINUTES Logged by users in Q1 2024 alone (equivalent to 173 work-years)


GRAPHIC

Enterprise Solution Immersed is the work app on the Meta Quest Store.* highest rated Meta Horizon Workrooms Immersed Note: Immersed not only has the highest reviews, but also the MOST amount of reviews, and the best 5 star to 1 star ratio. 2300+ Oculus Reviews 40+ hrs weekly average power-user usage 4.3 Star Rating *As of Q4 2023 time period ...With Strong, Positive Feedback


GRAPHIC

A TRULY GLOBAL BRAND 190 Countries and territories in the world adopted Immersed OVER 10,000 Cities across the globe TOP COUNTRIES By percentage of users Immersed has a diverse global reach. 44% 7% 5%


GRAPHIC

Strong Demand for Visor Headsets To-Date $500,000 In pre-orders in the 1st week 50,000 Target pre-orders within 1st year of launch 74% Of all pre-orders were for Premium Edition Powered by


GRAPHIC

WATCH VISOR IN ACTION Partnered with


GRAPHIC

NATIONAL PRESS COVERAGE “I did my expenses in VR and I liked it” Tech Crunch, 2023 Forbes, 30 Under 30, 2021 “Techstars alum Renji Bijoy is the founder of Immersed, which partnered with Facebook to build virtual reality offices..”


GRAPHIC

INVESTMENT HIGHLIGHTS 2


GRAPHIC

INVESTMENT HIGHLIGHTS Widely used spatial computing productivity app Top spatial computing app where users work 40-60+ hours a week Unique product offering with potential massive scalability Leveraging 6+ years of insights, we unite industry-leading software with hardware and AI to forge what we believe is the ultimate productivity arsenal for knowledge workers Significant growth potential through strategic partnerships + Substantial potential for robust expansion into the enterprise market via partnerships + Experienced engineers from MIT, Georgia Tech, YC, Microsoft, and MagicLeap Scalable financial model + Enterprise SaaS expected to drive revenue + AI API expected to see significant growth as Immersed emerges as a virtual office for knowledge workers 1 2 3 4


GRAPHIC

INDUSTRY OVERVIEW 3


GRAPHIC

ENTERPRISE COLLABORATION SOFTWARE SOURCE: Markets and Markets TOTAL ADDRESSABLE MARKET SERVICE ADDRESSABLE MARKET SERVICE OBTAINABLE MARKET With an increase in remote working here to stay, the enterprise collaboration software market presents a significant opportunity. Global Enterprise Collaboration by end of 2026 Global Enterprise Collaboration Global Enterprise Collaboration $85.8 BILLION TAM $17.2 BILLION SAM $1.7 BILLION SOM


GRAPHIC

COMPUTER MONITORS TOTAL ADDRESSABLE MARKET SERVICE ADDRESSABLE MARKET SERVICE OBTAINABLE MARKET The computer monitor market presents a robust and significant global market opportunity that we believe we are well placed to penetrate. Projected Computer Monitors Market, 2031 Computer Monitors Market Computer Monitors Market $76 BILLION TAM $15.2 BILLION SAM $1.5 BILLION SOM SOURCE: Allied Market Research


GRAPHIC

ARTIFICIAL INTELLIGENCE TOTAL ADDRESSABLE MARKET SERVICE ADDRESSABLE MARKET SERVICE OBTAINABLE MARKET The market for Artificial Intelligence is still in its infancy and is forecast to grow rapidly over the coming years, presenting an attractive market opportunity. Projected AI Market Size, 2031 AI Market Size AI Market Size $2 TRILLION TAM $400 BILLION SAM $40 BILLION SOM SOURCE: Next Move Strategy Consulting


GRAPHIC

CORPORATE TRAINING MARKET TOTAL ADDRESSABLE MARKET SERVICE ADDRESSABLE MARKET SERVICE OBTAINABLE MARKET With CAGR of 4.7%, we believe the global corporate training market presents another growing market opportunity for our software. Global Corporate Training Market Size Corporate Training Market Corporate Training Market $380.7 BILLION TAM $76.1 BILLION SAM $7.6 BILLION SOM SOURCE: The Business Research Company


GRAPHIC

THE GLOBAL VIRTUAL REALITY MARKET IS ALSO EXPANDING RAPIDLY A projected market size of $435.36 billion by 2030. Forecast growth, 2023-2030 $500billion $375billion $250billion $125billion $0billion 2023 2024 2025 2026 2027 2028 2029 2030 Growth rate per annum 448.6% 27.5% SOURCE: Grand View Research


GRAPHIC

THE GLOBAL COMMERCIAL DISPLAY MARKET A projected market size of $90.05 billion by 2030. Forecast growth, 2023-2030 $100billion $75billion $50billion $25billion $0billion 2023 2024 2025 2026 2027 2028 2029 2030 Growth rate per annum SOURCE: Grand View Research 59.7% 6.9%


GRAPHIC

FINANCIAL
 PROFILE 4


GRAPHIC

Fiscal Year Ended Revenue % growth EBITDA % margin EBIT % margin 323.1 2022A (5,792.9) (5,792.9) -1793% -1793% 12/31/2022 993.0 2023E (4,884.3) (5,255.1) -492% 207% -529% 12/31/2023 5,222.0 2024E (15,407.7) (15,798.7) -295% 426% -303% 12/31/2024 27,207.0 2025E (21,440.9) (21,587.6) -79% 421% -79% 12/31/2025 119,873.0 2026E 9,561.0 9,350.2 8% 341% 8% 12/31/2026 364,776.0 2027E 158,016.7 157,797.6 43% 204% 43% Fiscal year end date 12/31/2027 SOURCE: Grand View Research Unlevered Free Cash Flows A projected market size of $435.36B by 2030 Forecast growth, 2023-2030 Numbers in thousands 448.6%


GRAPHIC

Public Comparables - Benchmarking Revenue CAGR (‘24-’26) SOURCE: Factset, as of 03/14/2024 EV / Revenue (2025E) EV / Revenue / Growth (2025E)


GRAPHIC

Investing to Accelerate Growth: Anticipated Use of Funds PRODUCT DEVELOPMENT | 50% SALES, MARKETING & GROWTH | 25% GENERAL & ADMINISTRATIVE | 15% OPERATIONS | 5% CONTINGENCY | 5% + Technology enhancement & innovation + Sales team expansion + Marketing campaigns + Customer acquistion + Administrative staff + Legal & accounting + Office overheads + Daily business operations including facilities & equipment + Unexpected expenses or future opportunities.


GRAPHIC

TRANSACTION OVERVIEW 5


GRAPHIC

TRANSACTION OVERVIEW TRANSACTION HIGHLIGHTS ESTIMATED SOURCES & USES + Transaction valuation of the post-money public entity is $297M EV. + Equity value is assumed at $284M + 4mm seller earnout if Immersed has 65% if employee retention after 9 months after closing. + Transaction expected to close in Q2 2024 + Existing Immersed shareholders anticipated to own 53% of the company on a proforma basis + Additionally, the company expects to have a financing facility of at least $7mm at closing SOURCES USES IMMERSED ROLLOVER EQUITY TO IMMERSED CASH IN TRUST CASH - BALANCE SHEET PROCEEDS FROM PIPE CONVERTIBLE NOTE PRO-FORMA VALUATION PF SHARES OUTSTANDING (M) [3] 26.1 SHARE PRICE ($) 10.90 PF EQUITY VALUE ($M) 284.0 (+) EXISTING DEBT ($M) $0.00 (-) PF CASH ($M) [4] *Add pro-forma cash from Immersed balance sheet $13.0 PF ENTERPRISE VALUE ($M) $297.0 TRANSACTION EXPENSES TOTAL TOTAL ($M) ($M) $150.0 $150 11.9 13 3.1 3.0 5 $168 $168 PRO-FORMA OWNERSHIP IMMERSED ROLLOVER EQUITY SPONSOR SHARES IMMERSED EMPLOYEE SHARES PUBLIC SHAREHOLDERS PIPE INVESTORS CONVERTIBLE NOTE INVESTORS Immersed Employee Shares 12% Public Shareholders 8% Pipe Investors 12% Convertible Note Investors 1% Sponsor Shares 14% Immersed Rollover Equity 53% GX Figures assumes 100% rollover equit: 9X Assumes no redemptions from Maquia s trust accoun> 1X Includes 13.7mm shares for Immersed shareholders, 3.1mm shares for Immersed employee Shares, 2.0mm shares for Public Shareholders, 3.1mm shares for PIPE Investors, 0.3mm shares for convertible note investors, 3.8mm shares sponsor shareH (X Pro forma ownership of existing Immersed shareholders does not include 4 million earnout shares (X Includes $x.xmm pre-existing Immersed cash as of December 2021 X Reflects $3M convertible note provided by a crowdfunding campaign in WeFunder as a Pre-PIPE [1] [5] [2] [2] [3]


GRAPHIC

Austin, TX March 2024 immersed.com Investor Presentation