UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 24, 2024
WESTERN ACQUISITION VENTURES CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 001-42124 | | 86-3720717 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 42 Broadway, 12th Floor | | |
| New York, NY | | 10004 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (310) 740-0710
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol | | Name of each exchange on
which registered |
| Units, each consisting of one share of common stock and one redeemable warrant | | WAVSU | | The NASDAQ Stock Market LLC |
| Common stock, par value $0.001 per share | | WAVS | | The NASDAQ Stock Market LLC |
| Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share | | WAVSW | | The NASDAQ Stock Market LLC |
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).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 24, 2024, Western Acquisition Ventures Corp. (the “Company”) entered into (i) a promissory note with Western Acquisition Ventures Sponsor LLC (the “Sponsor”) for $255,555.56, pursuant to which the Company can borrow up to an aggregate principal amount of $230,000.00 from the Sponsor for certain transaction expenses related to the Company’s business combination (“Business Combination”) with Cycurion Inc. (“Cycurion”) (the “Sponsor Promissory Note”); and (ii) a promissory note with Cycurion for $210,555.56, pursuant to which Cycurion can borrow up to an aggregate principal amount of $180,000.00 from the Company for certain transaction expenses in connection with Cycurion’s consummation of the Business Combination (the “Cycurion Promissory Note”). The foregoing summaries of the Sponsor Promissory Note and the Cycurion Promissory Note do not purport to be complete and are qualified in their entirety by the Sponsor Promissory Note and the Cycurion Promissory Note filed by the Company as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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: September 25, 2024 | By: | /s/ James P McCormick |
| | | James P. McCormick, President and CEO |
