UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
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| of Incorporation) | File Number) | Identification No.) |
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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):
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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).
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent to the approval by its stockholders of the Second Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (“Western”) on July 6, 2023, Western filed on July 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 (the “Extension”), from July 11, 2023 to January 11, 2024.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
Western held a Special Meeting of Stockholders (the “Special Meeting”) on July 9, 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 from July 11, 2023 to January 11, 2024 the (“Extended Termination Date”) |
3,149,156 | 313,761 | 0 | |||
Proposal Number Two was 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 American Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Extended Termination Date for for the total six-month period |
3,149,156 | 313,761 | 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 | 3,149,156 | 313,761 | 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 464,811 shares in connection with the Special Meeting. As of July 10, 2023, following such redemptions, the amount of funds remaining in the trust account is approximately $3,215,013. Accordingly, following such redemptions, Western had 3,556,410 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 $10.53 per public share.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Second Amendment to the Second Amended and Restated Certificate of Incorporation | |
| 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: July 13, 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.
July 11, 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. An Amendment to the Certificate of Incorporation was filed with the Secretary of State of Delaware on January 13, 2023 (as amended, 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 January 11, 2024, 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 all remaining 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 up to $100,000 of interest to pay dissolution costs and expenses in addition to amounts needed to pay 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,up to $100,000 of interest to pay dissolution costs and expenses 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 an additional deposit 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 |