Western Acquisition Ventures Corp
For the period ended Jul 2, 2024. Filed Jun 24, 2024.
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Jul 2, 2024 · Filed Jun 24, 2024
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Contents
Background
The Company was incorporated in Delaware on April 28, 2021 and was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar Business Combination with one or more businesses or entities. As disclosed in the Company’s prospectus dated January 11, 2022, pursuant to the Trust Agreement, and the Company’s Charter, the Company had until January 11, 2023 to complete the Business Combination. This date was subsequently extended to July 11, 2023, January 11, 2024, April 11, 2024 and July 11, 2024.
If the Company were unable to consummate the Proposed Business Combination within such period (or as extended as described herein), it would (i) cease all operations except for the purpose of winding up and (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the
outstanding shares of common stock, at a per-share of common stock price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to the Company (net of taxes payable), divided by the number of then-outstanding shares of common stock, which redemption will completely extinguish public stockholders’ rights as holders of shares of common stock (including the right to receive further liquidation distributions, if any), subject to applicable law. Public stockholders will also forfeit the Warrants included in the units sold in the IPO. As promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, the Company would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Company and the other parties to the Merger Agreement are working toward satisfaction of the conditions to complete the Proposed Business Combination and finalize the Proposed Business Combination Registration Statement relating to the transaction, but have determined that there will not be sufficient time before July 11, 2024 to hold a Special Meeting to obtain stockholder approval of, and to consummate, the Business Combination. Accordingly, the Company’s board, as described below, has determined that, given the Company’s expenditure of time, effort, and money on identifying Cycurion as a target business and consummating the Proposed Business Combination, it is in the best interests of its stockholders to approve the Charter Amendment Proposal and the Trust Amendment Proposal in order to amend the Charter and to amend the Trust Agreement. Assuming that the Charter Amendment Proposal and the Trust Amendment Proposal are so approved, and both the Charter and the Trust Agreement are amended, the Company will have to consummate the Proposed Business Combination before the Extended Termination Date, unless that date is further extended.
Notwithstanding the foregoing, the Company may decide not to extend the Current Termination Date of July 11, 2024, regardless of the vote of the stockholders of the Company at the Special Meeting.
You are not being asked to vote on any business combination at this time. If the Charter Amendment Proposal the Trust Amendment Proposal is implemented and you do not elect to redeem your public shares now, you will retain the right to vote on a proposed business combination when it is submitted to stockholders and the right to redeem your public shares into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated the Proposed Business Combination by the Extended Termination Date.
If the Company’s board of directors determines that the Company will not be able to consummate the Proposed Business Combination by the Extended Termination Date, the Company would then look to wind-up the Company’s affairs and redeem 100% of the outstanding public shares, unless the Extended Termination Date is further extended.
In connection with the Charter Amendment Proposal, public stockholders may elect (the “Election”) to redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, regardless of whether such public stockholders vote “FOR” or “AGAINST” the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment, and an Election can also be made by public stockholders who do not vote, or do not instruct their broker or bank how to vote, at the Special Meeting. Public stockholders may make an Election regardless of whether such public stockholders were holders as of the record date. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations set forth in our Charter, as amended by the Charter Amendment Proposal and the Trust Amendment Proposal. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $2,600,504 of marketable securities as of June 24, 2024. In addition, public stockholders who do not make the Election would be entitled to have their shares redeemed for cash if the Company has not consummated the Proposed Business Combination by the Extended Termination Date unless it has been extended. Our sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,251,000 shares of our common stock, which include 2,875,000 shares which we refer to as the “Founder Shares”, that were issued prior to our IPO and 376,000 shares that were part of the private units purchased by our sponsor in a private placement which occurred simultaneously with the completion of the IPO (the
“Private Placement Shares”). By virtue of the ownership of the Company’s common stock by the Sponsor and A.G.P., the Company’s financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Meeting (or June 28, 2024). The redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit and Withdrawal At Custodian) service. If you hold your shares in street name, you will need to instruct your bank, broker, or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
As of June 24, 2024, there was approximately $2,600,504 in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Termination Date is extended through and including July 11, 2024, the redemption price per share at the meeting for the proposed business combination or the Company’s subsequent liquidation will be unchanged at approximately $10.55 per share (without taking into account any allowable liquidation distributions and based upon certain estimates for interest, income taxes, and other factors). The closing price of the Company’s common stock on June 21, 2024 was $11.00. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If the Charter Amendment Proposal, the Trust Amendment Proposal, and the Adjournment proposals are approved, and we do not consummate a business combination by October 11, 2024, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (net of taxes payable and up to $100,000 for costs associated with winding up and liquidating the Company), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ 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 the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii), above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our Warrants, which will be worthless in the event of our winding up. In the event of a liquidation, our sponsor, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Shares.
Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares and the Private Placement Shares, will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to extend the date by which we must consummate the Proposed Business Combination. By virtue of the ownership of the Company’s common stock by the Sponsor and A.G.P., the Company’s financial advisor, each of whom has agreed to vote in favor of the proposals, all of the proposals will be approved at the Meeting without the vote of the public stockholders. Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our board will retain the right to abandon and not implement the Charter Amendment Proposal and the Trust Amendment Proposal at any time without any further action by our stockholders.
Our board has fixed the close of business on June 14, 2024, as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
After careful consideration of all relevant factors, the board of directors has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.
Enclosed is the Proxy Statement containing detailed information concerning the Charter Amendment Proposal, the Trust Amendment Proposal, and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this material carefully and vote your shares.
Sincerely,
James P. McCormick
Chief Executive Officer
June 24, 2024
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