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: (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 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
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 |
