Western Acquisition Ventures Corp. Special Meeting to Vote on Charter Amendment for Business Combination Extension

TL;DR

<b>Western Acquisition Ventures Corp. will hold a virtual special meeting on April 10, 2024, to vote on extending its deadline to complete a business combination.</b>

AI Summary

Western Acquisition Ventures Corp. (CYCUW) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. Western Acquisition Ventures Corp. is holding a Special Meeting of Stockholders on April 10, 2024. The primary purpose is to vote on a proposal to amend the Company's Certificate of Incorporation. This amendment seeks to extend the deadline for consummating a business combination by three months, from April 11, 2024, to July 11, 2024. The meeting will be a virtual-only event accessible via videoconference. Stockholders will also vote on a proposal to amend the Company's investment management trust agreement with Equiniti Trust Company.

Why It Matters

For investors and stakeholders tracking Western Acquisition Ventures Corp., this filing contains several important signals. Extending the business combination deadline provides the company with additional time to identify and finalize a suitable acquisition target, which is crucial for a Special Purpose Acquisition Company (SPAC). The outcome of this vote directly impacts the company's operational timeline and its ability to return capital to shareholders if a business combination is not achieved by the original deadline.

Risk Assessment

Risk Level: low — Western Acquisition Ventures Corp. shows low risk based on this filing. The filing is a routine proxy statement for a special meeting, with no immediate financial or operational risks disclosed.

Analyst Insight

Stockholders should review the proxy materials carefully to understand the implications of the proposed charter amendment and vote accordingly.

Key Numbers

• 3 months — Extension Period (Proposed extension for consummating a business combination.)
• April 11, 2024 — Original Termination Date (Date by which the company must consummate a business combination.)
• July 11, 2024 — Extended Termination Date (Proposed new date by which the company must consummate a business combination.)

Key Players & Entities

• Western Acquisition Ventures Corp. (company) — Registrant and filer of the proxy statement.
• April 10, 2024 (date) — Date of the Special Meeting of Stockholders.
• April 11, 2024 (date) — Original deadline for consummating a business combination.
• July 11, 2024 (date) — Proposed extended deadline for consummating a business combination.
• Equiniti Trust Company (company) — Trustee for the company's investment management trust agreement.

FAQ

Risk Factors

• Failure to Consummate a Business Combination [high — financial]: If the company fails to complete a business combination by the Extended Termination Date, it will be required to liquidate and dissolve, which could result in a loss of investment for shareholders.

Key Dates

• 2024-04-10: Special Meeting of Stockholders — To vote on proposals including extending the business combination deadline.
• 2024-04-03: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.
• 2024-03-27: First Mailing Date — Date proxy materials were first mailed to stockholders.

Glossary

Business Combination

The acquisition of a target company by a SPAC. (The company's primary objective is to complete a business combination.)

Certificate of Incorporation

The foundational legal document of a corporation, outlining its basic structure and purpose. (Amendments to this document are required to extend the company's operational timeline.)

SPAC

Special Purpose Acquisition Company, a shell company that raises capital through an IPO to acquire an existing company. (Western Acquisition Ventures Corp. is a SPAC.)

Key Financial Figures

• $100 — te by depositing into the Trust Account $100 (the " Trust Amendment ") (we refer to
• $116,150,000 — ing of the Company's IPO, approximately $116,150,000 was placed in a trust account (" Trust
• $2,966,591 — t in the Trust Account is approximately $2,966,591. The Board has fixed the close of bus
• $0.0001 — were 3,525,267 shares of common stock, $0.0001 par value, issued and outstanding (the
• $10,000 — ompany deposited into the Trust account $10,000 per month for the first six-month exten
• $10.51 — tion will be unchanged at approximately $10.51 per share (without taking into account
• $10.65 — any's common stock on April 2, 2024 was $10.65. The Company cannot assure stockholders
• $100,000 — d to us (net of taxes payable and up to $100,000 for costs associated with winding up an
• $1.1 million — result in a tax liability in excess of $1.1 million. The Company currently does not have as

Filing Documents

• tm2410404-1_def14a.htm (DEF 14A) — 363KB
• px_24westernacqspecial01-bw.jpg (GRAPHIC) — 262KB
• px_24westernacqspecial02-bw.jpg (GRAPHIC) — 390KB
• px_24westernacqspecial03-bw.jpg (GRAPHIC) — 315KB
• 0001104659-24-043144.txt (&nbsp;) — 1640KB

From the Filing

DEF 14A 1 tm2410404-1_def14a.htm DEF 14A tm2410404-1_def14a - none - 3.500021s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 WESTERN ACQUISITION VENTURES CORP. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. WESTERN ACQUISITION VENTURES CORP. 42 Broadway, 12 th Floor New York, New York 10004 NOTICE OF SPECIAL MEETING TO BE HELD APRIL 10, 2024 TO THE STOCKHOLDERS OF WESTERN ACQUISITION VENTURES CORP. On behalf of the Board of Directors of Western Acquisition Ventures Corp. (the " Company " or " we "), I invite you to attend our Special Meeting of Stockholders (the " Special Meeting "). We hope you can join us. The Special Meeting will be a virtual meeting only and will be held via a videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link: https://web.lumiconnect.com/285796129 The password for the videoconference is: wavs2024. These materials were first mailed to our stockholders on or about March 27, 2024 and other proxy materials are being mailed on or about April 3, 2024. As discussed in the enclosed Proxy Statement, the purpose of the Special Meeting is to consider and vote upon the following proposals: (i) Proposal 1—A proposal to amend the Company's Certificate of Incorporation (the " Charter "), to extend the date by which the Company has to consummate a business combination (the " Charter Amendment "), such extension for an additional three (3)-month period (the " Extension "), from April 11, 2024 through and including July 11, 2024 (such date actually extended being referred to as the " Extended Termination Date ") (we refer to this proposal as the " Charter Amendment Proposal "); (ii) Proposal 2—A proposal to amend the Company's investment management trust agreement, dated as of January 11, 2022, as amended (the " Trust Agreement "), by and between the Company and Equiniti Trust Company (the " Trustee "), allowing the Company to extend the Extended Termination Date by depositing into the Trust Account $100 (the " Trust Amendment ") (we refer to this proposal as the " Trust Amendment Proposal "); and (iii) Proposal 3—A proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates (the " Adjournment "), 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 (we refer to this proposal as the " Adjournment Proposal "). The purpose of the Charter Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed business combination (the " Proposed Business Combination ") or any potential alternative initial business combination. The Company's prospectus for its initial public offering (" IPO ") and its Charter provided that the Company has until January 11, 2023, which was subsequently extended to April 11, 2024 (the " Current Termination Date ") to complete the Proposed Business Combination. There is not sufficient time before April 11, 2024 for the Company to complete the Proposed Business Combination given the projected timetable for finalizing a registration statement under the Securities Act of 1933 on Form S-4 (the " Proposed Business Combination Registration Statement ") and having it declared effective prior to holding a special meeting of the Company to consider the Proposed Business Combination. Accordingly, the Board has determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate the Proposed Business Combination. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company would have an additional three months after the Extended Termination Date to consummate the Proposed Business Combination or any potential alternative initial business combination, until April 11, 2024, which is a total of up to 27 months to complete the Proposed Business Combination after the Company's IPO. Upon the closing of the Company's IPO, approximately $116,150,000 was placed in a trust account (" Trust Acco

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View this DEF 14A filing on SEC EDGAR