DEF 14A: Western Acquisition Ventures Corp. Seeks Extension to Complete Business Combination with Cycurion

Western Acquisition Ventures Corp. is seeking stockholder approval to extend the deadline for completing its business combination by three months, from October 11, 2024, to January 11, 2025, to allow more time to finalize the deal with Cycurion.

Summary

• Western Acquisition Ventures Corp. is holding a Special Meeting of Stockholders on October 9, 2024, to vote on proposals to extend the deadline for completing a business combination.
• The company seeks to amend its Certificate of Incorporation and Trust Agreement to allow for a three-month extension, from October 11, 2024, to January 11, 2025.
• The primary reason for the extension is to provide additional time to finalize the proposed business combination with Cycurion, Inc., including completing the registration statement and holding a special meeting to approve the combination.
• If the proposals are approved, the company will have until January 11, 2025, to complete the business combination.
• If the proposals are not approved, the company will be forced to liquidate, returning the funds in the trust account to public stockholders.
• As of September 20, 2024, the amount in the Trust Account is approximately $2,600,504.
• Public stockholders have the right to redeem their shares for a pro rata portion of the trust account, estimated to be approximately $10.55 per share as of September 20, 2024, regardless of how they vote.
• The company's sponsor, officers, and directors, who own a significant portion of the company's stock, are expected to vote in favor of the proposals, which virtually guarantees their approval.
• The original Merger Agreement provided that the Company would acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000 shares of the Company Common Stock.
• The number of Merger Consideration Shares and the structure of the transaction is being revised to give effect to additional financing undertaken by Cycurion for operations due to the delay in completing the Business Company and additional funds needed by the Company to close the Business Combination.

Sentiment

Score: 4

Explanation: The document indicates challenges in completing the business combination, a significant decrease in the trust account balance, and a nominal extension payment, suggesting a negative outlook. However, the company is still actively working to finalize the deal, preventing a lower score.

Positives

• Approval of the extension allows stockholders to retain the right to vote on the proposed business combination with Cycurion.
• Stockholders retain the right to redeem their shares for a pro rata portion of the trust account if the business combination is approved or not completed by the extended deadline.
• The company is actively working to finalize the business combination with Cycurion.
• The board believes that consummating the Proposed Business Combination is in the best interests of the stockholders.

Negatives

• If the extension is not approved, the company will liquidate, and public stockholders will only receive approximately $10.55 per share.
• Warrants will become worthless if the company liquidates.
• Redemption of shares by public stockholders will decrease the amount in the Trust Account.
• 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.

Risks

• The company may not be able to complete the business combination by the extended deadline.
• The proposed business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
• The company may be required to liquidate if it cannot complete the business combination.
• The company may be subject to an excise tax equal to one percent of the amount of the redemptions under the Inflation Reduction Act passed by Congress in 2023.

Future Outlook

The company intends to continue working towards consummating the proposed business combination with Cycurion, Inc. If the extension is approved, the company will have until January 11, 2025, to complete the business combination. If the business combination is not completed by then, the company will liquidate.

Management Comments

• 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.
• 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.

Industry Context

SPACs often seek extensions to complete business combinations due to various factors, including regulatory hurdles, market conditions, and difficulties in finding suitable targets. This announcement is consistent with that trend.

Comparison to Industry Standards

• Many SPACs face challenges in completing mergers within the initial timeframe, leading to requests for extensions.
• The redemption rate experienced by Western Acquisition Ventures Corp. is relatively high, indicating a lack of confidence from public shareholders.
• The nominal extension payment of $100 is significantly lower than the payments made for previous extensions, which were $10,000 per month.

Stakeholder Impact

• If the extension is approved, stockholders retain the right to vote on the proposed business combination and redeem their shares.
• If the extension is not approved, stockholders will receive a pro rata share of the trust account, but warrants will become worthless.
• The company's sponsor, officers, and directors have a financial interest in the completion of the business combination.
• The company may be subject to an excise tax equal to one percent of the amount of the redemptions under the Inflation Reduction Act passed by Congress in 2023.

Next Steps

• Stockholders will vote on the proposals at the Special Meeting on October 9, 2024.
• If the proposals are approved, the company will continue to work towards consummating the business combination with Cycurion, Inc.
• If the proposals are not approved, the company will liquidate.

Key Dates

Keywords

business combination, special meeting, extension, redemption rights, trust account, Cycurion, Charter Amendment, Trust Amendment, liquidation, stockholders