Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 31, 2024

 

WESTERN ACQUISITION VENTURES CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		001-42124		86-3720717
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

42 Broadway, 12th Floor New York, NY		10004
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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)

 

¨	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		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 1.01. Entry into a Material Definitive Agreement.

 

Amendment to the Business Combination Agreement

 

As previously disclosed, Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Cycurion, Inc., a Delaware corporation (“Cycurion”) and other parties thereto entered into an Amended and Restated Agreement and Plan of Merger, dated as of April 26, 2024 (the “Business Combination Agreement”). The Company, Merger Sub and Cycurion are collectively referred to as the “Parties”. Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in the Business Combination Agreement.

 

On December 31, 2024, the Parties entered into an amendment to the Business Combination Agreement (the “Amendment to the Business Combination Agreement”) to amend the Termination Date to complete the Business Combination, defined in Section 1.1 of the Business Combination Agreement, from December 31, 2024 to April 11, 2025. The Amendment to the Business Combination Agreement is included hereto as Exhibit 2.1.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
2.1		Amendment to the Business Combination Agreement, dated December 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

	WESTERN ACQUISITION VENTURES CORP.
Date: December 31, 2024	By:	/s/ James P McCormick
		James P. McCormick, President and CEO

 

 

 

Exhibit 2.1

 

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

This First Amendment to the Business Combination Agreement (this “Amendment”) is made and entered into as of December 31, 2024, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Western”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Cycurion, Inc., a Delaware corporation (the “Cycurion”), and Emmit McHenry (the “Stockholder Representative”), solely in his capacity as the Stockholder Representation. Western, Merger Sub, Cycurion and Stockholder Representative are herein collectively referred to as the “Parties.”

 

WHEREAS, the Parties are party to that certain Amended and Restated Agreement and Plan of Merger, dated April 26, 2024 (the “Business Combination Agreement”);

 

WHEREAS, Section 11.10 of the Business Combination Agreement permits amendment of the Business Combination Agreement by execution of a written instrument; and

 

WHEREAS, the Parties desire to amend the Business Combination Agreement as set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Parties, intending to be legally bound, hereby agree as follows.

 

1.            Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the Business Combination Agreement.

 

2.            Amendments to Business Combination Agreement. Section 1.1 of the Business Combination Agreement is hereby amended and modified in the following manner:

 

“Termination Date” means April 11, 2025 or such later date as approved by the stockholders of Acquiror to complete a Business Combination.

 

3.            Miscellaneous. Except as expressly provided in this Amendment, all of the terms, conditions and provisions of the Business Combination Agreement, shall remain in full force and effect, on the terms set forth therein. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Party under the Business Combination Agreement, nor constitute a waiver of any provision of the Business Combination Agreement. This Amendment shall be governed by, and otherwise construed in accordance with, the terms of the Business Combination Agreement, as though the other provisions of this Amendment were set forth in the Business Combination Agreement. This Amendment may be executed and delivered in one or more counterparts and by email or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of email to deliver a signature or the fact that any signature was transmitted or communicated through the use of email as a defense to the formation or enforceability of this Amendment and each Party forever waives any such defense.

 

 

 

 

IN WITNESS WHEREOF, Western, Merger Sub, Cycurion, and the Stockholder Representative have caused this Agreement to be executed and delivered as of the date first written above.

 

	WESTERN ACQUISITION VENTURES CORP.
	By:	/s/ James P. McCormick
		Name:	James P. McCormick
		Title:	Chief Executive Officer

 

	WAV MERGER SUB, INC.
	By:	/s/ James P. McCormick
		Name:	James P. McCormick
		Title:	Chief Executive Officer

 

	CYCURION, INC.
	By:	/s/Alvin McCoy, III
		Name:	Alvin McCoy, III
		Title:	Chief Financial Officer

 

	STOCKHOLDER REPRESENTATIVE
	/s/ Emmit McHenry
	Name:	Emmit McHenry

 

[Signature Page to Amendment to Business Combination Agreement]

 

 

 

Cover	Dec. 31, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
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 [Member]
Document Information [Line Items]
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]
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	WAVS
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information [Line Items]
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

---