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
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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 | ||