UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 6, 2023
WESTERN ACQUISITION VENTURES CORP.
(Exact Name of Registrant as Specified in 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)
(310) 740-0710
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| ¨ | 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(s) |
Name of each exchange on which registered | ||
| Common stock, par value $0.001 per share | WAVS | 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.
Subsequent to the approval by its stockholders of the Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (“Western”) on January 6, 2023, Western filed on January 11, 2023 the Charter Amendment with the Delaware Secretary of State. The Charter Amendment extends the date by which the Company has to consummate a business combination up to six (6) times, each such extension for an additional one (1) month period (each an “Extension”), from January 11, 2023 to July 11, 2023, upon payments to the Trust Account of $10,000 for each one-month Extension.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
Western held a Special Meeting of Stockholders (the “Special Meeting”) on January 6, 2023 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. Summarized below are the results of the matters voted on at the Special Meeting.
| Matters Voted Upon | Votes for | Votes Against | Abstentions | |||||||||
| Proposal Number One was to amend the Company’s Certificate of incorporation (the “Charter”), to extend the date by which the Company has to consummate a business combination up to six (6) times (the “Charter Amendment”), each such extension for an additional one (1) month period (each an “Extension”), from January 11, 2023 to July 11, 2023 | 10,156,618 | 408,859 | 0 | |||||||||
| Proposal Number Two was to amend the Company’s investment management trust agreement, dated as of January 11, 2022 (the “Trust Agreement”), by and between the Company and American Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Extended Termination Date another six (6) times, each such extension for an additional one (1) month period, until July 11, 2023, by depositing into the Trust Account $10,000 (the “Extension Payment”) for each one-month Extension (or up to an aggregate of $60,000 for the total six-month period) | 10,156,618 | 408,859 | 0 | |||||||||
| Proposal Number Three was 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 proposal | 10,155,486 | 409,991 | 0 | |||||||||
Proposals 1 and 2 were approved by the Western’s stockholders. Proposal 3 was not presented at the Special Meeting
Item 7.01 Regulation FD Disclosure.
Western’s stockholders elected to redeem an aggregate of 10,729,779 shares in connection with the Special Meeting. As of January 11, 2023, following such redemptions and the deposit of the initial contribution for the first one-month extension, the amount of funds remaining in the trust account is approximately $7.865 million. Accordingly, following such redemptions, Western had 4,021,221 shares of common stock issued and outstanding (2,875,000 of which are founder shares and 376,000 were private placement shares, not subject to redemption) and the pro rata portion of the funds available is approximately $10.21 per public share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Amendment to the Second Amended and Restated Articles of Incorporation dated January 11, 2023 | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 11, 2023
| WESTERN ACQUISITION VENTURES CORP. | ||
| By: | /s/ Stephen Christoffersen | |
| Name: | Stephen Christoffersen | |
| Title: | President and CEO | |
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
WESTERN ACQUISITION VENTURES CORP.
January 9, 2023
Western Acquisition Ventures Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Western Acquisition Ventures Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 28, 2021. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 11, 2022 (the “Amended and Restated Certificate”).
2. This Amendment to the Amended and Restated Certificate amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Paragraph (c) of Section 9.1(c) is hereby amended and restated to read in full as follows:
“(c). In the event that the Corporation does not consummate a Business Combination by (i) January 11, 2023, or, (ii) if the Corporation shall, in its sole discretion determine, up to six (6) times for an additional one-month period each time, until July 11, 2023, if the Corporation elects to extend the amount of time to complete a Business Combination, each time in accordance with the terms of the Investment Management Trust Agreement between the Corporation and American Stock Transfer & Trust Company (in either case, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open such date being referred to as the “Termination Date), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any interest for income or franchise taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law (“Dissolve”). In such event, the per share redemption price shall be equal to a pro rata share of the Trust Fund plus any pro rata interest earned on the funds held in the Trust Fund and not previously released to the Corporation for its working capital requirements or necessary to pay its taxes divided by the total number of IPO Shares then outstanding. In the event that the Corporation does not timely make all additional deposits into its Trust Account as required by the Corporation’s Investment Management Trust Agreement entered into at the time of the IPO, as amended, the Corporation shall Dissolve.”
IN WITNESS WHEREOF, Western Acquisition Ventures Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
WESTERN ACQUISITION VENTURES CORP.
| By: | /s/ Stephen Christoffersen | |
| Name: | Stephen Christoffersen | |
| Title: | Chief Executive Officer |