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 10, 2024
WESTERN ACQUISITION VENTURES CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-41214 | | 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 4.01 | Changes in Registrant’s Certifying Accountant. |
Auditor Change from Marcum LLP to WWC, P.C.
On July 10, 2024, the Company approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm and also approved the appointment of WWC, P.C. (“WWC”) as the Company’s new independent registered public accounting firm. WWC was formally engaged July 10, 2024.
Marcum’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and December 31, 2022, as previously publicly disclosed, contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent period through July 10, 2024, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in Marcum’s reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Marcum furnish it with a letter addressed to the U.S. Securities and Exchange Commission (“SEC”) stating whether Marcum agrees with the above disclosures and, if not, stating the respects in which Marcum does not agree. A copy of Marcum’s letter to the SEC, when received, will be filed as an exhibit to an amendment to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2023 and December 31, 2022, and the interim period through July 10, 2024, the Company did not consult with WWC regarding: (i) the application of accounting principles to a specified transaction, either proposed or completed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that WWC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 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: July 12, 2024 | By: | /s/ James P McCormick |
| | | James P. McCormick, President and CEO |
