United States securities and exchange commission logo
August 6, 2021
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, New York 10004
Re: Western Acquisition
Ventures Corp.
Draft Registration
Statement on Form S-1
Submitted July 13,
2021
CIK No. 0001868419
Dear Mr. Christoffersen:
We have conducted a limited review of your draft registration
statement. In our
comment, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement submitted July 13, 2021
Capitalization, page 74
1. We note that you are
offering 15,000,000 shares of common stock as part of your initial
public offering of
units, but only show 14,644,791 shares subject to possible redemption
in your Capitalization
table. Please tell us how you considered the guidance in ASC 480-
10-S99-3A, which
requires securities that are redeemable for cash or other assets to be
classified outside of
permanent equity if they are redeemable (1) at a fixed or
determinable price on a
fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of
an event that is not solely within the control of the issuer, in
concluding that all
15,000,000 shares were not required to be presented outside of
permanent equity and
part of shares subject to possible redemption.
Stephen Christoffersen
Western Acquisition Ventures Corp.
August 6, 2021
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff
We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for
acceleration.
You may contact Ameen Hamady at (202) 551-3891 or Wilson Lee at (202)
551-3468 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at (202) 551-3269 or Erin E. Martin at (202) 551-3391 with
any other
questions.
Sincerely,
FirstName LastNameStephen Christoffersen
Division of
Corporation Finance
Comapany NameWestern Acquisition Ventures Corp.
Office of Real
Estate & Construction
August 6, 2021 Page 2
cc: Marc D. Hauser, Esq.
FirstName LastName