WAVS Shareholders Approve 6-Month Extension for Business Combination
Ticker: CYCUW · Form: 8-K · Filed: Jan 11, 2024 · CIK: 1868419
Complexity: simple
Sentiment: neutral
Topics: SPAC, extension, shareholder-vote, corporate-governance
TL;DR
**WAVS just bought itself 6 more months to find a deal, avoiding immediate liquidation.**
AI Summary
Western Acquisition Ventures Corp. (WAVS) filed an 8-K on January 11, 2024, reporting that on January 9, 2024, its shareholders approved an amendment to its Certificate of Incorporation to extend the deadline for completing a business combination from January 12, 2024, to July 12, 2024. This extension provides the company an additional six months to find and complete a merger or acquisition, which is crucial for its future as a Special Purpose Acquisition Company (SPAC). For investors, this means the company avoids liquidation for now, but the uncertainty of a successful business combination persists.
Why It Matters
This extension prevents the immediate liquidation of Western Acquisition Ventures Corp., giving the company more time to find a suitable merger target and potentially deliver value to shareholders.
Risk Assessment
Risk Level: medium — While liquidation is avoided for now, the company still faces the significant risk of failing to complete a business combination within the new July 12, 2024 deadline.
Analyst Insight
An investor should monitor Western Acquisition Ventures Corp. closely for any announcements regarding potential merger targets or further extensions, as the company now has a clear, albeit extended, timeline to complete a business combination.
Key Players & Entities
- Western Acquisition Ventures Corp. (company) — the registrant
- January 9, 2024 (date) — date of earliest event reported
- January 12, 2024 (date) — original deadline for business combination
- July 12, 2024 (date) — new extended deadline for business combination
Forward-Looking Statements
- Western Acquisition Ventures Corp. will announce a definitive agreement for a business combination. (Western Acquisition Ventures Corp.) — medium confidence, target: July 12, 2024
FAQ
What was the primary purpose of the shareholder vote reported in this 8-K filing?
The primary purpose was to approve an amendment to Western Acquisition Ventures Corp.'s Certificate of Incorporation to extend the date by which it must complete a business combination.
What was the original deadline for Western Acquisition Ventures Corp. to complete a business combination?
The original deadline for Western Acquisition Ventures Corp. to complete a business combination was January 12, 2024.
What is the new extended deadline for Western Acquisition Ventures Corp. to complete a business combination?
The new extended deadline for Western Acquisition Ventures Corp. to complete a business combination is July 12, 2024.
How much additional time does Western Acquisition Ventures Corp. now have to complete a business combination?
Western Acquisition Ventures Corp. now has an additional six months to complete a business combination, extending from January 12, 2024, to July 12, 2024.
What specific item information from the 8-K indicates the nature of the changes made?
The 'ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year' and 'ITEM INFORMATION: Submission of Matters to a Vote of Security Holders' sections indicate the nature of the changes, specifically the amendment to the Certificate of Incorporation following a shareholder vote.
Filing Stats: 813 words · 3 min read · ~3 pages · Grade level 13.4 · Accepted 2024-01-10 21:39:59
Key Financial Figures
- $0.001 — ck Market LLC Common stock, par value $0.001 per share WAVS The NASDAQ Stock Mar
- $11.50 — of common stock at an exercise price of $11.50 per share WAVSW The NASDAQ Stock Ma
- $100 — te by depositing into the Trust Account $100. FOR AGAINST ABSTAIN NON-VOTES 3,
Filing Documents
- tm243104d1_8k.htm (8-K) — 39KB
- tm243104d1_ex3-1.htm (EX-3.1) — 9KB
- tm243104d1_ex10-1.htm (EX-10.1) — 20KB
- 0001104659-24-003099.txt ( ) — 306KB
- wavs-20240109.xsd (EX-101.SCH) — 4KB
- wavs-20240109_def.xml (EX-101.DEF) — 27KB
- wavs-20240109_lab.xml (EX-101.LAB) — 38KB
- wavs-20240109_pre.xml (EX-101.PRE) — 26KB
- tm243104d1_8k_htm.xml (XML) — 7KB
03 Amendments to Articles of Incorporation or Bylaws; Change
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. After the approval by its stockholders of the Third Amendment (the " Charter Amendment ") to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (" Western ") on January 9, 2024, Western filed on January 10, 2024 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 from January 11, 2024 to April 11, 2024.
07 Submission of Matters to a Vote
ITEM 5.07 Submission of Matters to a Vote of Security Holders On January 9, 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 3,180,410 shares of the Company's common stock eligible to vote at the Special Meeting. A total of 3,025,396 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 January 11, 2024 through and including April 11, 2024 (such date actually extended being referred to as the " Extended Termination Date "). FOR AGAINST ABSTAIN NON-VOTES 3,022,390 3,006 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 3,022,390 3,006 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 3,022,390 3,006 0 0
01. Financial Statements
ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Third Amendment to Second Amended and Restated Certificate of Incorporation, dated January 10, 2024 10.1 Form of Amendment to the Investment Management Trust Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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: January 10, 2024 By: /s/ James P McCormick James P. McCormick, President and CEO