Form 8-K - Current report

 

 

 

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): July 7, 2023

 

WESTERN ACQUISITION VENTURES CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-42124		86-3720717
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

42 Broadway, 12th Floor

New York, NY 10004

(Address of Principal Executive Offices) (Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

	¨	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 240.13e 4(c))

 

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 common stock and one redeemable warrant		WAVSU		The NASDAQ Stock Market LLC
Common stock, par value $0.001 per share		WAVS		The NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share		WAVSW		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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Subsequent to the approval by its stockholders of the Second Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (“Western”) on July 6, 2023, Western filed on July 11, 2023 the Charter Amendment with the Delaware Secretary of State. The Charter Amendment extends the date by which the Company has to consummate a business combination (the “Extension”), from July 11, 2023 to January 11, 2024.

 

Item 5.07. Submissions of Matters to a Vote of Security Holders.

 

Western held a Special Meeting of Stockholders (the “Special Meeting”) on July 9, 2023 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. Summarized below are the results of the matters voted on at the Special Meeting.

  

Matters Voted Upon		Votes for		Votes Against		Abstentions
Proposal Number One was to amend the Company’s Certificate of incorporation (the “Charter”), to extend the date by which the Company has to consummate a business combination from July 11, 2023 to January 11, 2024 the (“Extended Termination Date”)		3,149,156		313,761		0
Proposal Number Two was  to amend the Company’s investment management trust agreement, dated as of January 11, 2022 as amended (the “Trust Agreement”), by and between the Company and American Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Extended Termination Date for for the total six-month period		3,149,156		313,761		0
Proposal Number Three was  to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal		3,149,156		313,761		0

  

Proposals 1 and 2 were approved by the Western’s stockholders. Proposal 3 was not presented at the Special Meeting

 

Item 7.01 Regulation FD Disclosure.

 

Western’s stockholders elected to redeem an aggregate of 464,811 shares in connection with the Special Meeting. As of July 10, 2023, following such redemptions, the amount of funds remaining in the trust account is approximately $3,215,013. Accordingly, following such redemptions, Western had 3,556,410 shares of common stock issued and outstanding (2,875,000 of which are founder shares and 376,000 were private placement shares, not subject to redemption) and the pro rata portion of the funds available is approximately $10.53 per public share.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
3.1		Second Amendment to the Second Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

  

 

 

 

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: July 13, 2023

 

	WESTERN ACQUISITION VENTURES CORP.
	By:	/s/ Stephen Christoffersen
	Name:	Stephen Christoffersen
	Title:	President and CEO

 

 

 

Exhibit 3.1

 

AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

WESTERN ACQUISITION VENTURES CORP.

 

July 11, 2023

  

Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

  

1.  The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 28, 2021. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 11, 2022. An Amendment to the Certificate of Incorporation was filed with the Secretary of State of Delaware on January 13, 2023 (as amended, the “Amended and Restated Certificate”).

 

2. This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.

 

3. This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

4. The text of Paragraph (c) of Section 9.1(c) is hereby amended and restated to read in full as follows:

 

“(c). In the event that the Corporation does not consummate a Business Combination by January 11, 2024, in accordance with the terms of the Investment Management Trust Agreement between the Corporation and American Stock Transfer & Trust Company (in either case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open such date being referred to as the “Termination Date), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of all remaining IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less up to $100,000 of interest to pay dissolution costs and expenses in addition to amounts needed to pay income or franchise taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law (“Dissolve”). In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for its working capital requirements,up to $100,000 of interest to pay dissolution costs and expenses or necessary to pay its taxes divided by the total number of IPO Shares then outstanding. In the event that the Corporation does not timely make an additional deposit into its Trust Account as required by the Corporation’s Investment Management Trust Agreement entered into at the time of the IPO, as amended, the Corporation shall Dissolve.”

 

 

 

 

IN WITNESS WHEREOF, Western Acquisition Ventures Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

 

WESTERN ACQUISITION VENTURES CORP.

 

By:		/s/ Stephen Christoffersen
Name:		Stephen Christoffersen
Title:		Chief Executive Officer

 

 

Cover	Jul. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 07, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-42124
Entity Registrant Name	WESTERN ACQUISITION VENTURES CORP.
Entity Central Index Key	0001868419
Entity Tax Identification Number	86-3720717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	42 Broadway, 12th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	310
Local Phone Number	740-0710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of common stock and one redeemable warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of common stock and one redeemable warrant
Trading Symbol	WAVSU
Security Exchange Name	NASDAQ
Common Stock [Member]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	WAVS
Security Exchange Name	NASDAQ
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share [Member]
Title of 12(b) Security	Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share
Trading Symbol	WAVSW
Security Exchange Name	NASDAQ

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