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): July 2, 2024
WESTERN ACQUISITION VENTURES CORP.
(Exact Name of Registrant as Specified in Its 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) |
Registrant’s telephone number, including area code: (310) 740-0710
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
After the approval by its stockholders of the Fifth Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (“Western”) on July 2, 2024, Western filed on the Charter Amendment with the Delaware Secretary of State on July 2, 2024. The Charter Amendment extends the date by which the Company has to consummate a business combination from July 11, 2024 to October 11, 2024.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On July 2, 2024, Western held a virtual special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in the Proxy Statement for the Special Meeting. There were a total of 3,525,267 shares of the Company’s common stock eligible to vote at the Special Meeting. A total of 3,382,350 shares of the Company’s common stock were represented at the Special Meeting either in person or by proxy. At the Special Meeting, the Company’s stockholders voted on the following matters and cast their votes as described below.
Proposal 1 - A proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from July 11, 2024 through and including October 11, 2024 (such date actually extended being referred to as the “Extended Termination Date”).
| FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 3,380,819 | | 1,531 | | 0 | | 0 |
Proposal 2 - A proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and American Stock Transfer & Trust Company, LLC allowing the Company to extend the Extended Termination Date by depositing into the Trust Account $100.
| FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 3,380,819 | | 1,531 | | 0 | | 0 |
Proposal 3 - A proposal 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 proposals.
| FOR | | AGAINST | | ABSTAIN | | NON-VOTES |
| 3,380,819 | | 1,531 | | 0 | | 0 |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: July 2, 2024 | By: | /s/ James P McCormick |
| | | James P. McCormick, President and CEO |
