NOTICE OF SPECIAL MEETING
TO BE HELD JULY 10, 2023
TO THE STOCKHOLDERS OF
WESTERN ACQUISITION VENTURES CORP.
On behalf of the Board
of Directors of Western Acquisition Ventures Corp. (the “Company” or “we”), I invite
you to attend our Special Meeting of Stockholders (the “Special Meeting”). We hope you can join us.
The Special Meeting will be a virtual meeting
only and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting
can be accessed by using the following link:
https://us02web.zoom.us/j/83476184427?pwd=LzdTdzJ5QkRTTU9TUHlKWmtQVHVqUT09.
Any stockholder who is unable to join the online
meeting can participate by telephone by dialing (929) 205-6099, and using the Zoom Meeting ID 834 7618 4427 and the Passcode 913130.
We are first mailing these
materials to our stockholders on or about Thursday, June 29, 2023.
As discussed in the enclosed Proxy Statement, the purpose of the Special
Meeting is to consider and vote upon the following proposals:
(i) Proposal 1 - A proposal
to amend the Company’s Certificate of incorporation (the “Charter”), to extend the date by which the
Company has to consummate a business combination (the “Charter Amendment”), such extension for an additional
six (6) month period (each an “Extension”), from July 11, 2023 to January 11, 2024 (such date actually extended
being referred to as the “Extended Termination Date”) (we refer to this proposal as the “Charter
Amendment Proposal”);
(ii) Proposal 2 —
A proposal 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 by depositing into the Trust Account $100 (the “Trust Amendment”)
(we refer to this proposal as the “Trust Amendment Proposal”); and
(iii) Proposal 3 –
A proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates (the “Adjournment”),
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 (we refer to this proposal as the “Adjournment Proposal”).
The Company has identified
a potential business combination target company (the “Target”) for an initial business combination (the “Proposed
Business Combination”). The Company believes the Target is a compelling opportunity for the Company’s initial business
combination and is currently in the process of completing an initial business combination involving the Target.
The purpose of the Charter
Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the Proposed Business Combination
or any potential alternative initial business combination. The Company’s prospectus for its initial public offering (“IPO”)
and its Charter provided that the Company has until January 11, 2023, which was subsequently extended to July 11, 2023 (the “Original
Termination Date”) to complete an initial business combination. There is not sufficient time before July 11, 2023 for the
Company to complete the Proposed Business Combination given the projected timetable for finalizing a registration statement under the
Securities Act of 1933 on Form S-4 (the “Proposed Business Combination Registration Statement”) and having it declared
effective prior to holding a special meeting of the Company to consider the Proposed Business Combination. Accordingly, the Board has
determined that it is in the best interests of our stockholders to extend the date that the Company has to consummate an initial business
combination.
If the Charter Amendment
Proposal and the Trust Amendment Proposal are approved, the Company would have an additional six months after the Original Termination
Date to consummate the Proposed Business Combination or any potential alternative initial business combination, until January 11, 2024,
which is a total of up to 24 months to complete an initial business combination after the Company’s IPO.
Upon the closing of the
Company’s IPO, approximately $116,150,000 was placed in a trust account (“Trust Account”) with American
Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S. government securities. In connection with the extension from January 11, 2023 to July 11, 2023, the Company received redemption requests such that on May 31,
2023, the amount in the Trust Account is $8,023,375.
The Board has fixed the close of business on June 26, 2023 as the record
date for determining the Company’s stockholders entitled to receive notice of and to vote at the Special Meeting and any adjournment
thereof (the “Record Date”). On the Record Date, there were 4,021,221 shares of common stock, $0.0001 par value, issued
and outstanding (the “Common Stock”), including 770,221 outstanding public shares of Common Stock. The Company’s
Warrants do not have voting rights. Only holders of record of the Company’s Common Stock on the Record Date are entitled to have
their votes counted at the Special Meeting or any adjournment thereof.
Each of the Charter Amendment
Proposal, the Trust Amendment Proposal and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.
The purpose of the Charter
Amendment Proposal and the Trust Amendment Proposal is to allow the Company more time to complete its proposed business combination.
On November 21, 2022, the
Company entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger
Agreement”), by and among the Company, the WAV Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary of the
Company (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”),
pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of the
Company (the “Proposed Business Combination”). In addition, in connection with the consummation of the Proposed
Business Combination, the Company will be renamed “Cycurion, Inc.” (“Cycurion ”).
The Merger Agreement provides
that the Company has agreed to acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000
shares of the Company Common Stock, par value $0.0001 per share (the “Merger Consideration Shares”).
In accordance with the terms
and subject to the conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”),
each share of Cycurion’s common stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall
be converted into the right to receive the Per Share Merger Consideration (i.e., the portion of the Merger Consideration Shares with
respect to a single share of Cycurion’s common stock equal to the quotient obtained by dividing (x) the Merger Consideration Shares
by (y) the Fully Diluted Company Shares). As used herein, “Fully Diluted Company Shares” means the shares of
Cycurion’s common stock that are issued and outstanding immediately or are subject to outstanding options and warrants prior to
the Effective Time.
In order to obtain the initial
extension, the Company deposited into the Trust account $10,000 per month for each of the six month extensions. The Company is not in
a position to provide any further extension payments and accordingly it is proposed that only a nominal payment of $100 will be paid
in connection with the proposed extension.
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.
If
the Company were unable to complete its initial 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 towards satisfaction of the conditions to completion of the Proposed
Business Combination and finalizing the Proposed Business Combination Registration Statement relating to the transaction, but have determined
that there will not be sufficient time before July 11, 2023 to hold a Special Meeting to obtain stockholder approval of, and to consummate,
the Business Combination. Accordingly, the Company’s board has determined that, given the Company’s expenditure of time,
effort and money on identifying Cycurion as a target business and completing its initial 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 an initial business combination before the Extended Termination
Date.
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 a business combination by the Extended Termination Date.
If the Company’s board
of directors determines that the Company will not be able to consummate an initial 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.
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. However, the Company will not proceed with the Charter Amendment Proposal and the Trust Amendment Proposal if the redemption
of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. Each redemption
of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $8,023,375 of marketable
securities as of May 31, 2023. 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 completed a business combination by the Extended Termination Date. 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 AGP, 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
July 5, 2023). 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/Withdrawal At Custodian) system. 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 May 31, 2023, there
was approximately $8,023,375 million in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved
and the Extension Termination Date is extended to January 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 $10.29 per share (without taking into account
any interest, tax estimates and other factors). The closing price of the Company’s common stock on June 15, 2023 was $10.35. 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 January 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), 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 our initial business combination. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP,
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 26, 2023 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,
/s/
Stephen Christoffersen |
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Stephen Christoffersen |
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Chief Executive Officer |
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June 26, 2023 |
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WESTERN ACQUISITION VENTURES CORP.
42 Broadway, 12th Floor
New York, New York 10004
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO
BE HELD ON JULY 10, 2023
June 26, 2023
To the Stockholders of Western Acquisition Ventures Corp.:
NOTICE IS HEREBY GIVEN that
a Special Meeting of Stockholders (the “Special Meeting”) of Western Acquisition Ventures Corp. (“the
Company”), a Delaware corporation, will be held on July 10, 2023, at 10:00 a.m. Eastern Time.
The Special Meeting will be a virtual meeting
only and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting
can be accessed by using the following link:
https://us02web.zoom.us/j/83476184427?pwd=LzdTdzJ5QkRTTU9TUHlKWmtQVHVqUT09.
Any stockholder who is unable to join the online
meeting can participate by telephone by dialing (929) 205-6099, and using the Zoom Meeting ID 834 7618 4427 and the Passcode 913130.
The purpose of the Special Meeting will be to
consider and vote upon the following proposals:
1. a proposal to amend the
Company’s Certificate of incorporation (the “Charter”), to extend the date by which the Company has to
consummate a business combination (the “Charter Amendment”), such extension for an additional six (6) month
period (each an “Extension”), from July 11, 2023 to January 11, 2024 (such date actually extended being referred
to as the “Extended Termination Date”) (we refer to this proposal as the “Charter Amendment Proposal”);
2. a proposal 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 by depositing into the Trust Account $100 (the “Trust Amendment”) (we
refer to this proposal as the “Trust Amendment Proposal”); and
3. a proposal 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 (we refer to this proposal as the “Adjournment Proposal”); and
4. To act on such other matters
as may properly come before the Special Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on June 26,
2023 as the record date for the Special Meeting and only holders of shares of record at that time will be entitled to notice of and to
vote at the Special Meeting or any adjournment or adjournments thereof.
New York, New York
June 26, 2023
IMPORTANT
IF YOU CANNOT PERSONALLY ATTEND THE SPECIAL
MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA.
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2023. THIS PROXY STATEMENT TO THE STOCKHOLDERS WILL
BE AVAILABLE AT: [TBD].
WESTERN ACQUISITION VENTURES CORP.
42 Broadway, 12th Floor
New York, New York 10004
PRELIMINARY PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 10, 2023
FIRST MAILED ON OR ABOUT JUNE 29, 2023
Date, Time and Place of the Special Meeting
The enclosed proxy is solicited
by the Board of Directors (the “Board”) of Western Acquisition Ventures Corp. (“the Company,”
“the Company” or “we”), a Delaware corporation, in connection with the Special Meeting
of Stockholders to be held on July 10, 2023 at 10:00 a.m. Eastern time for the purposes set forth in the accompanying Notice of Meeting.
The Special Meeting will be a virtual meeting
only and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting
can be accessed by using the following link:
https://us02web.zoom.us/j/83476184427?pwd=LzdTdzJ5QkRTTU9TUHlKWmtQVHVqUT09.
Any stockholder who is unable to join the online
meeting can participate by telephone by dialing (929) 205-6099, and using the Zoom Meeting ID 834 7618 4427 and the Passcode 913130.
The principal executive office of the Company
is 42 Broadway, 12th Floor, New York, New York 10004, and its telephone number, including area code, is (310)
740-0710.
Purpose of the Special Meeting
At the Special Meeting, you will be asked to consider
and vote upon the following matters:
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1. |
Proposal 1 - A proposal to amend the Company’s Certificate of incorporation (the “Charter”),
to extend the date by which the Company has to consummate a business combination (the “Charter Amendment”),
such extension for an additional six (6) month period (each an “Extension”), from July 11, 2023 to January
11, 2024 (such date actually extended being referred to as the “Extended Termination Date”) (we refer to this
proposal as the “Charter Amendment Proposal”); |
|
2. |
Proposal 2 - A proposal 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 by depositing into the Trust Account $100 (the “Trust Amendment”)
(we refer to this proposal as the “Trust Amendment Proposal”); |
|
3. |
Proposal 3 - A proposal 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 (we refer to this proposal as the “Adjournment
Proposal”); and |
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4. |
To act on such other matters
as may properly come before the Special Meeting or any adjournment thereof. |
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. The Company’s original Charter and Trust Agreement
provide that the Company had only until January 11, 2023 to complete a business combination (i.e., 12 months from the consummation of
the IPO) unless the sponsor of the Company deposited $1,150,000 in the Trust for each of two permitted three month extensions. In January
2023 the Charter and Trust Agreement were amended to give the Company the right to extend the time to consummate a business combination
from January 11, 2023 on a month-to-month and as needed basis, until July 11, 2023 by making a $10,000 per month payment to the Trust
Account for each one-month extension. It is not possible to complete the Business Combination by the extended date because of the difficulty
in obtaining audited financial statements for Cycurion, the need for Cycurion to obtain additional financing prior to the closing of the
Business Combination, and the need for the Company to obtain additional financing to cover its liquidity needs through the closing of
the Business Combination and the combined company post Business Combination. If both the Charter Amendment Proposal and the Trust Amendment
Proposal are approved, the Company will instead have the right to extend the time to consummate a business combination from July 11, 2023
until January 11, 2024 (24 months from the consummation of the IPO). By virtue of the ownership of the Company’s common stock by
the Sponsor and AGP, 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.
If
the Company were unable to complete its initial 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 towards satisfaction of the conditions to completion of the Proposed
Business Combination and finalizing the Proposed Business Combination Registration Statement relating to the transaction, but have determined
that there will not be sufficient time before July 11, 2023 to hold a Special Meeting to obtain stockholder approval of, and to consummate,
the Business Combination. Accordingly, the Company’s board has determined that, given the Company’s expenditure of time,
effort and money on identifying Cycurion as a target business and completing its initial 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 an initial business combination before the Extended Termination
Date.
If the Charter Amendment
Proposal and the Trust Amendment Proposal are approved, the Company would have up to an additional six months after the Original Termination
Date to consummate the Proposed Business Combination or any potential alternative initial business combination, until January 11, 2024,
which is a total of up to 24 months to complete an initial business combination after the Company’s IPO.
Upon the closing of the
Company’s IPO, approximately $116,150,000 was placed in a trust account (“Trust Account”) located in
the United States with American Stock Transfer & Trust Company acting as trustee, and held as cash or invested only in U.S.
government securities. In connection with the extension from January 11, 2023 to July 11, 2023, the Company received redemption requests such that on May 31,
2023, the amount in the Trust Account is $8,023,375.
The Board has fixed the close of business on June 26, 2023 as the record
date for determining the Company’s stockholders entitled to receive notice of and to vote at the Special Meeting and any adjournment
thereof (the “Record Date”). On the Record Date, there were 4,021,221 shares of Common Stock, $0.0001 par value,
issued and outstanding (the “Common Stock”), including 770,221 outstanding public shares of Common Stock (the “Public
Shares”). The Company’s Warrants do not have voting rights. Only holders of record of the Company’s Common Stock
on the Record Date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
On November 21, 2022, the
Company entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger
Agreement”), by and among the Company, the Company Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary
of the Company (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”),
pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of the
Company (the “Proposed Business Combination”). In addition, in connection with the consummation of the Business
Combination, the Company will be renamed “Cycurion, Inc.” (“Cycurion ”).
The Merger Agreement provides
that the Company has agreed to acquire all of the outstanding equity interests of Cycurion in exchange for an aggregate of 9,500,000
shares of the Company Common Stock, par value $0.0001 per share (the “Merger Consideration Shares”).
In accordance with the terms
and subject to the conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”),
each share of Cycurion’s common stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall
be converted into the right to receive the Per Share Merger Consideration (i.e., the portion of the Merger Consideration Shares with
respect to a single share of Cycurion’s common stock equal to the quotient obtained by dividing (x) the Merger Consideration Shares
by (y) the Fully Diluted Company Shares). As used herein, “Fully Diluted Company Shares” means the shares of
Cycurion’s common stock that are issued and outstanding and shares issuable upon outstanding options and warrants immediately prior
to the Effective Time.
The purpose of the Charter
Amendment Proposal and the Trust Amendment Proposal is to allow the Company more time to complete its Proposed Business Combination.
The Company’s Charter provides that the Company has only until July 11, 2023 to complete a business combination.
QUESTIONS AND ANSWERS
ABOUT THE SPECIAL MEETING
These
Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should carefully read the entire document, including the annexes to this proxy statement.
Q. |
What is being voted on? |
A. |
You are being asked to consider and vote upon (x) a proposal to amend the Company’s Charter
(such amendment, the “Charter Amendment Proposal”) and to amend the Investment Management Trust Agreement (the
“Trust Amendment Proposal”) to allow the Board to extend the date to consummate a business combination on
an as-needed, month-to-month basis, from January 11, 2023 to January 11, 2024 (the latest such date actually extended being referred
to as the “Extended Termination Date”), without another stockholder vote, the date by which, if the Company
has not consummated a merger, merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination involving one or more businesses or entities, the Company must: (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 (the Public stockholders
will also forfeit the Warrants included in the Units) ; and (y) a proposal to adjourn the Special Meeting if necessary. |
Q. |
Why is the Company proposing the Charter Amendment
Proposal and the Trust Amendment Proposal? |
A. |
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. On January 11, 2022, the Company consummated its initial public
offering (“IPO”). Simultaneously with the closing of the IPO, the Company consummated the private
placement for the sale of private units (“Private Placement”) with Western Acquisition Ventures, LLC (the
“Sponsor”) containing 376,000 shares of Common Stock (the “Private Placement
Shares”). $116,150,000 from the net proceeds of the units sold in the IPO and the Private Placement was placed in a
trust account maintained by American Stock Transfer & Trust Company, acting as trustee (the “Trust
Account”) for the benefit of the persons holding Public Shares (“Public Stockholders”). In connection with the extension from January 11, 2023 to July 11, 2023, the Company received redemption requests such that on May 31,
2023, the amount in the Trust Account is $8,023,375. |
The Company has identified
a potential business combination target company (the “Target”) for an initial business combination (the “Proposed
Business Combination”). The Company believes the Target is a compelling opportunity for the Company’s initial business
combination and is currently in the process of completing an initial business combination involving the Target. It is not passible to
complete the Proposed Business Combination by the extended date because of the difficulty in obtaining audited financial statements for
Cycurion, the need for Cycurion to obtain additional financing prior to the closing of the Business Combination, and the need for the
Company to obtain additional financing to cover its liquidity needs through the closing of the Business Combination and the combined
company post Business Combination.
The Company believes
that given its expenditure of time, effort, and money searching for potential business combination opportunities, the Public Stockholders
of the Company should be given an opportunity to consider and vote on the Proposed Business Combination or an alternative initial business
combination. We do not believe that we will have sufficient time to consummate the Proposed Business Combination or an alternative initial
business combination prior to July 11, 2023. Therefore, we are seeking approval of the Charter Amendment Proposal and the Trust Amendment
Proposal.
The Board believes that
it is in the best interests of the stockholders to continue the Company’s existence in order to allow the Company more time to
complete the Proposed Business Combination. Accordingly, the Board is proposing the Charter Amendment Proposal and the Trust Amendment
Proposal to extend the Company’s corporate existence and time to complete the Proposed Business Combination. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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.
YOU ARE NOT BEING
ASKED TO VOTE ON THE PROPOSED BUSINESS COMBINATION AT THIS TIME. IF THE CHARTER AMENDMENT PROPOSAL IS APPROVED AND THE CHARTER AMENDMENT
IS FILED AND YOU DO NOT ELECT TO REDEEM YOUR PUBLIC SHARES NOW, YOU WILL RETAIN THE RIGHT TO VOTE ON THE PROPOSED BUSINESS COMBINATION
WHEN IT IS SUBMITTED TO STOCKHOLDERS AND THE RIGHT TO REDEEM YOUR PUBLIC SHARES FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN THE EVENT
THE PROPOSED BUSINESS COMBINATION IS APPROVED AND COMPLETED OR THE COMPANY HAS NOT CONSUMMATED A BUSINESS COMBINATION BY THE EXTENDED
DATE (OR THE ADDITIONAL EXTENSION DATE, IF APPLICABLE).
Q. |
Why should I vote for the Charter Amendment Proposal
and the Trust Amendment Proposal? |
A. |
The Board believes stockholders will benefit from the Company’s consummating the Proposed Business
Combination and is proposing the Charter Amendment Proposal and the Trust Amendment Proposal to extend the date by which the Company
has to complete the Proposed Business Combination. Approval of the Charter Amendment Proposal and the Trust Amendment Proposal would
give the Company additional time to complete the Proposed Business Combination or a potential alternative initial business combination
and would allow you as a stockholder the benefit of voting for the Proposed Business Combination or a potential alternative initial business
combination and remaining a stockholder in the post-business combination company, if you desire. |
Accordingly, we believe
that the Charter Amendment Proposal and the Trust Amendment Proposal is consistent with the spirit in which the Company offered its securities
to the public in the IPO.
You will have redemption
rights in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.
Q. |
May I redeem my Public Shares in connection with the vote on
the Charter Amendment Proposal and the Trust Amendment Proposal? |
A. |
Yes. Under our Charter, the submission of a matter to amend our Charter entitles holders of Public Shares
to redeem their shares for their pro rata portion of the funds held in the trust account established at the time of the IPO. Holders
of Public Shares do not need to vote against the Charter Amendment Proposal and the Trust Amendment Proposal or be a holder of record
on the Record Date to exercise their redemption rights. |
If the Charter Amendment
Proposal and the Trust Amendment Proposal are approved, with respect to holders’ right to redeem, the Company will (i) remove
from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available
in the trust account relating to any Public Shares redeemed by holders in connection with the Charter Amendment Proposal and the Trust
Amendment Proposal, if any, and (ii) deliver to the holders of such redeemed Public Shares their pro rata portion of the Withdrawal
Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete the Proposed
Business Combination or a potential alternative initial business combination on or before each Extension date, if applicable. Holders
of Public Shares who do not redeem their Public Shares now will retain their redemption rights and their ability to vote on the Proposed
Business Combination or a potential alternative initial business combination.
Q. |
Why is the Company proposing the Adjournment Proposal? |
A. |
To allow the Company more time to solicit additional proxies in favor of the Charter Amendment Proposal
and the Trust Amendment Proposal, in the event the Company does not receive the requisite stockholder vote to approve the Charter Amendment
Proposal and the Trust Amendment Proposal. |
Q. |
How do the Company’s executive officers, directors
and affiliates intend to vote their shares? |
A. |
All of the Company’s directors, executive officers and their respective affiliates, as well as
the Sponsor, are expected to vote any shares of Common Stock over which they have voting control (including any Public Shares owned by
them) in favor of the Charter Amendment Proposal and the Trust Amendment Proposal and the Adjournment Proposal. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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. |
Our executive officers
and directors are not entitled to redeem such shares in connection with the Charter Amendment Proposal and the Trust Amendment Proposal.
On the Record Date, they held 2,501,000 shares of Common Stock representing approximately
62.2% of the Company’s issued and outstanding shares of Common Stock.
Q. |
What vote is required to adopt the proposals? |
A. |
Charter
Amendment Proposal. The Extension Proposal must be approved by the affirmative vote of the holders of 65% of the outstanding
shares of Common Stock. |
|
|
|
Trust
Amendment Proposal. The Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common
Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote
at the Special Meeting. By virtue of the Sponsor’s holding more than 50% of the outstanding common stock, the Extension Proposal
will be approved. |
|
|
|
Adjournment
Proposal. The Adjournment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who,
being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special
Meeting. |
Q. |
What if I do not want to approve the Charter Amendment Proposal,
the Trust Amendment Proposal or the Adjournment Proposal? |
A. |
If you do not want to approve the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment
Proposal, you must vote against each 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 our initial business combination. |
Q. |
Will you seek any further extensions to liquidate
the trust account? |
A. |
Other
than the Extension from July 11, 2023 until January 11, 2024, the Extended Termination Date, as of the date of this proxy statement,
we do not anticipate seeking any further extension to consummate a business combination, although we may determine to do so in the
future, if necessary. |
Q. |
What happens if the Charter Amendment Proposal and
the Trust Amendment Proposal are not approved? |
A. |
If the Charter Amendment Proposal and the Trust Amendment Proposal were not approved at the Special Meeting,
it will trigger our automatic winding up, liquidation and dissolution of the Company pursuant to the terms of our Charter. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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. |
Q. |
If the Extension Proposal
and the Trust Amendment Proposal are approved, what happens next? |
A. |
If the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company will continue
to attempt to consummate the Proposed Business Combination until the Extended Termination Date on January 11, 2024, or a potential alternative
initial business combination until the Extended Termination Date, as applicable, or an earlier date on which the Board otherwise determines
in its sole discretion that it will not be able to consummate the Proposed Business Combination or an alternative business combination
by the Extended Termination Date or January 11, 2024, and does not wish to seek an additional extension. |
If the Charter Amendment
Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the Trust Account, if any, will reduce
the amount remaining in the Trust Account and increase the percentage interest of Company shares of Common Stock held by the Company’s
officers, directors and their affiliates.
Q. |
Would I still be able to exercise my redemption
rights in the future if I vote against any subsequently proposed business combination? |
A. |
Unless you elect to redeem your shares in connection with this stockholder vote to approve the Charter
Amendment Proposal and the Trust Amendment Proposal, you will be able to vote on any subsequently proposed business combination when
it is submitted to Stockholders. If you disagree with the Proposed Business Combination, you will retain your right to vote against it
and/or redeem your Public Shares upon consummation of the Proposed Business Combination in connection with the stockholder vote to approve
such business combination, subject to any limitations set forth in the Charter. |
Q. |
How do I change my vote? |
A. |
If you have submitted a proxy to vote your shares and wish to change
your vote, or revoke your proxy, you may do so by delivering a later-dated, signed proxy card to the Company at its principal address. |
Q. |
How are votes counted? |
A. |
The
Company will appoint as inspector of election for the meeting. Votes will be counted by the inspector of election, who will
separately count “FOR” and “AGAINST” votes, abstentions, and broker non-votes. |
|
|
|
Charter
Amendment Proposal. The Extension Proposal must be approved by the affirmative vote of the holders of 65% of the outstanding
shares of the Common Stock. |
|
|
|
Trust
Amendment Proposal. The Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common
Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote
at the Special Meeting. |
|
|
|
Adjournment
Proposal. The Adjournment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who,
being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special
Meeting. |
|
|
|
By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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. |
Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect
on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes
of establishing a quorum (if so present in accordance with the terms of our Charter), but the abstention will have no effect on the outcome
of such proposal.
If you do not want to
approve the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal, you must vote against each 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 our initial business combination. Therefore, our board will abandon and not implement
the Charter Amendment Proposal unless our stockholders approve both the Charter Amendment Proposal and the Trust Amendment Proposal.
This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect.
Q: |
If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares
for me? |
A: |
No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or
other holder of record holding shares for you, your shares will not be voted with respect to any proposal for which your broker does
not have discretionary authority to vote. If a proposal is determined to be discretionary, your broker, bank or other holder of record
is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary,
your broker, bank or other holder of record is not permitted to vote on the proposal without receiving voting instructions from you.
The Company believes that the Charter Amendment Proposal and the Trust Amendment Proposal will be considered non-discretionary and therefore
your broker, bank or other holder of record holding your shares for you cannot vote your shares without your instruction on any of the
proposals presented. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial
owner does not vote on a non-discretionary Proposal because the holder of record has not received voting instructions from the beneficial
owner. |
Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect
on the Proposals. As a result, if you abstain from voting on any of the Proposals, your shares will be counted as present for purposes
of establishing a quorum (if so present in accordance with the terms of the Charter), but the abstention will have no effect on the outcome
of such proposal.
Q: |
What will happen if I abstain from voting or fail
to vote at the Special Meeting? |
A: |
At the Special Meeting, the Company will count a properly executed proxy marked “ABSTAIN”
with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have no effect
on the outcome of the vote on any of the proposals. |
If a stockholder who
holds share in “street name” does not give the broker voting instructions, the broker is not permitted under applicable self-regulatory
organization rules to vote the shares on “non-routine” proposals, such as the Charter Amendment Proposal and the Trust Amendment
Proposal. These “broker non-votes” will also count as present for purposes of determining whether a quorum is present and
will have no effect on the outcome of the vote on any of the Proposals.
Q: |
What will happen if I sign and return my proxy card
without indicating how I wish to vote? |
A: |
Signed and dated proxies received by the Company without an indication of how the stockholder intends
to vote on a proposal will be voted as recommended by the Board. |
Q: |
If I am not going to attend the Special Meeting,
should I return my proxy card instead? |
A: |
Yes. Whether you plan to attend the Special Meeting virtually or not, please read the proxy statement
carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. |
Q: |
May I change my vote after
I have mailed my signed proxy card? |
A: |
Yes. You may change your vote at any time before your proxy is voted
at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by voting
again via the Internet, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor
receives prior to the Special Meeting. If you hold your Public Shares through a bank, brokerage firm or nominee, you should follow the
instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send
any notice of revocation or your completed new proxy card, as the case may be, to the Company at its principal address. |
Unless revoked, a proxy
will be voted at the Special Meeting in accordance with the stockholder’s indicated instructions. In the absence of instructions,
proxies which have been signed and returned will be voted FOR each of the Proposals.
Q: |
What should I do if I receive
more than one set of voting materials? |
A: |
You may receive more than one set of voting materials, including multiple copies of this proxy statement
and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will
receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your
shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy
card and voting instruction card that you receive in order to cast your vote with respect to all of your shares. |
|
|
Q. |
What is a quorum requirement? |
A. |
A quorum of Stockholders is necessary to hold a valid meeting. Holders
of a majority of the issued shares entitled to vote at the Special Meeting, present in person (including virtually) or represented by
proxy, constitute a quorum. In the absence of a quorum, the Special Meeting will either stand adjourned to the same day/time/place in
the following week or will be adjourned to such other day/time/place as the board of directors decides. As of the Record Date for the
Special Meeting, the Sponsor held more than a majority of the outstanding shares. |
Q. |
Who can vote at the Special
Meeting? |
A. |
Only
holders of record of the Company’s Public Shares at the close of business on June 26, 2023 are entitled to have their vote
counted at the Special Meeting and any adjournments or postponements thereof. For the purposes of this Proxy Statement “holders
of record” means the persons entered in the register of members of the Company as the holders of the relevant shares of Common
Stock. On the Record Date, there were 4,021,221 shares of Common Stock outstanding of the Company, including 770,221 outstanding
Public Shares. |
Stockholder of Record:
Shares Registered in Your Name. If on the Record Date your shares were registered directly in your name with the Company’s
transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you
may vote in person (including virtually) at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special
Meeting virtually, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
Beneficial Owner:
Shares Registered in the Name of a Broker or Bank. If on the Record Date your shares were held, not in your name, but rather
in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held
in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you
have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the
Special Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent.
Q. |
Does the Board recommend voting for the Charter Amendment Proposal, the Trust Amendment Proposal,
and the Adjournment Proposal? |
A. |
Yes. The Board recommends that the Company’s Stockholders vote “FOR” the Charter Amendment
Proposal, “FOR” the Trust Amendment Proposal and “FOR” the Adjournment Proposal. |
Q. |
What interests do the Company’s directors and officers have in the approval of the Charter Amendment
Proposal and the Trust Amendment Proposal? |
A. |
The Company’s directors, officers and their affiliates have interests in the Charter Amendment
Proposal and the Trust Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests
include, but are not limited to, beneficial ownership of insider shares and Warrants that will become worthless if the Charter Amendment
Proposal and the Trust Amendment Proposal are not approved. See the section entitled “Interests of the Company’s Directors
and Officers.” |
Q. |
What
if I object to the Charter Amendment Proposal or the Trust Amendment Proposal? Do I have appraisal rights? |
A. |
Company Stockholders do not have appraisal rights in connection with the Charter Amendment Proposal or
the Trust Amendment Proposal. |
Q: |
What do I need to do now? |
A: |
You are urged to read carefully and consider the information contained in this proxy statement and to
consider how the proposals will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions
provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee,
on the voting instruction form provided by the broker, bank or nominee. |
|
|
Q. |
How do I redeem my Public Shares
of the Company? |
A. |
In connection with the Special Meeting and the vote on the Extension Proposal, each Public Stockholder
may seek to redeem its Public Shares for a pro rata portion of the funds available in the trust account, less any taxes we anticipate
will be owed on such funds but have not yet been paid. Holders of Public Shares do not need to vote on the Extension Proposal or be a
holder of record on the Record Date to exercise redemption rights. |
To demand redemption, if you hold physical certificates for Public
Shares, you must physically tender your share certificates to American Stock Transfer & Trust Company, the Company’s transfer
agent, at American Stock Transfer & Trust Company, 62011 5th AVE, Brooklyn, NY 11219 Attn: SPAC Support, Email: SPACSUPPORT@astfinancial.com,
no later than two business days prior to the Special Meeting. If you hold your Public Shares in “street name” through a bank,
broker or other nominee, you must deliver your shares to American Stock Transfer & Trust Company electronically using The Depository
Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System two business days prior to the Special Meeting to demand redemption.
You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective
date of the Extension Amendment.
Q: |
Who will solicit and pay
the cost of soliciting proxies? |
A: |
The
Company will pay the cost of soliciting proxies for the Special Meeting. The Company will reimburse banks, brokers and other custodians,
nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to
beneficial owners of Public Shares and in obtaining voting instructions from those owners. the Company’s directors, officers
and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any
additional amounts for soliciting proxies. |
Q: |
Who can help answer my questions? |
A: |
If you have questions about the Proposals or if you need additional
copies of this proxy statement or the enclosed proxy card, you should contact the Stephen Cristoffersen at (310) 740-0710. |
You may also obtain
additional information about the Company from documents filed with the SEC by following the instructions in the section titled “Where
You Can Find More Information.”
FORWARD-LOOKING STATEMENTS
We believe it is important
to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately
or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties
and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements,
including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds
from the trust account and the Company’s ability to finance and consummate a business combination following the distribution of
funds from the trust account. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this proxy statement and to consider the risks, uncertainties and events discussed in this proxy statement, in addition
to the risk factors set forth in our other filings with the SEC, including the final prospectus related to the IPO dated January 11,
2022 and filed with the SEC on January 12, 2022 pursuant to Rule 424(b)(4) (File No. 333- 260384), and the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 31, 2022 and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 24, 2023, and any that may be set forth in the Proposed Business
Combination Registration Statement on Form S-4. The documents we file with the SEC, including those referred to above, also discuss some
of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where
You Can Find More Information” for additional information about our filings.
All forward-looking statements
included herein attributable to the Company or any person acting on the Company’s behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations,
the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of
this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
The Company
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 has until January 11, 2023 to complete the Business Combination.
If
the Company were unable to complete its initial 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.
Following the closing of
the IPO on January 11, 2022, $116,150,000 from the net proceeds of the sale of the Public Units in the IPO and the sale of the
Private Units was placed in a trust account maintained by American Stock Transfer & Trust Company, acting as trustee (the
“Trust Account”). In connection with the extension from January 11, 2023 to July 11, 2023, the Company
received redemption requests such that on May 31, 2023, the amount in the Trust Account is $8,023,375. The funds held in the Trust
Account is and will be invested only in United States “government securities” within the meaning of Section 2(a)(16) of
the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, so that the Company
is not deemed to be an investment company under the Investment Company Act. except with respect to interest earned on the funds held
in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be
released from the Trust Account until the earlier of the completion of a Business Combination or the redemption of 100% of the
outstanding shares of common stock if the Company has not completed a Business Combination in the required time period. The proceeds
held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company completes a
Business Combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations
of the target business.
The Company has identified
a potential business combination target company (the “Target”) for an initial business combination (the “Proposed
Business Combination”). The Company believes the Target is a compelling opportunity for the Company’s initial business
combination and is currently in the process of completing an initial business combination involving the Target.
Our Charter, as amended,
provides for the return of the IPO proceeds held in the trust account to the holders of Public Shares if it has not consummated a business
combination(s) on or before July 11, 2023. The Company believes the Target is a compelling opportunity for the Company’s initial
business combination and is currently in the process of completing an initial business combination involving the Target.
The mailing address of our principal executive
office is: 42 Broadway, 12th Floor, New York, New York 10004.
Proposed Business Combination
On November 21, 2022, the
Company entered into an agreement and plan of merger (as it may be amended and/or restated from time to time, the “Merger
Agreement”), by and among the Company, the WAV Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of
the Company (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”),
pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of the
Company. In addition, in connection with the consummation of the Proposed Business Combination, the Company will be renamed “Cycurion,
Inc.” (“New Cycurion”).
The Merger Agreement provides
that the Company has agreed to acquire all of the outstanding equity interests of Cycurion for an aggregate of 9,500,000 shares of the
Company Common Stock, par value $0.0001 per share (the “Merger Consideration Shares”).
In accordance with the terms
and subject to the conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”),
each share of Cycurion’s common stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall
be converted into the right to receive the per share Merger Consideration (i.e., the portion of the Merger Consideration Shares with
respect to a single share of Cycurion’s common stock equal to the quotient obtained by dividing (x) the Merger Consideration Shares
by (y) the Fully Diluted Company Shares). As used herein, “Fully Diluted Company Shares” means the shares of
Cycurion’s common stock that are issued and outstanding and shares which are subject to outstanding options and warrants immediately
prior to the Effective Time.
The
Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the Proposed
Business Combination and finalizing the Proposed Business Combination Registration Statement relating to the transaction, but have determined
that there will not be sufficient time before July 11, 2023 to hold a Special Meeting to obtain stockholder approval of, and to consummate,
the Business Combination. Accordingly, the Company’s board has determined that, given the Company’s expenditure of time,
effort and money on identifying Cycurion as a target business and completing its initial 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 an initial business combination before the Extended Termination
Date.
You are not being asked
to vote on any business combination at this time. If the Charter Amendment Proposal and the Trust Amendment Proposal are 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 a business combination by the Extended Termination Date.
If the Company’s board
of directors determines that the Company will not be able to consummate an initial 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.
In connection with the
Charter Amendment Proposal and the Trust 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 Proposal, 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, the Trust Amendment Proposal and the Adjournment
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. However, the Company will not proceed with the Charter Amendment Proposal
or the Trust Amendment Proposal if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001. Each redemption of shares by our public stockholders will decrease the amount in our Trust Account, which
held approximately $8,023,375 of marketable securities as of May 31, 2023. 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 completed a business combination by the Extended Termination
Date. Our sponsor, our officers and directors and our other initial stockholders, own an aggregate of 3,251,000 shares of our common
stock, which includes 2,875,000 shares that we refer to as the “Founder Shares”, issued prior to our initial
public offering (“IPO”) and 376,000 shares of our common stock, which we refer to as the “Private
Placement Shares”, that were included in the units purchased in a private placement which occurred simultaneously with
the completion of the IPO.
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
July 5, 2023). 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/Withdrawal At Custodian) system. 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 May 31, 2023, there
was approximately $8,023,375 million in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved
and the Extension Termination Date is extended to January 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 $10.29 per share (without taking into account
any interest, tax estimates and other factors). The closing price of the Company’s common stock on June 15, 2023 was $10.35. 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 Proposal are approved and we do not consummate a business combination by July
11, 2023, as contemplated by our IPO prospectus and in accordance with our amended Charter, 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), 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 that were included in the units sold in the public
offering, 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 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
our initial business combination. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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.
Our board has fixed the close of business on June 26, 2023 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.
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation is the close of business
on June 26, 2023 (the “Record Date”) and only stockholders of record at that time will be entitled to vote at
the Special Meeting and any adjournment or adjournments thereof.
The shares of the Company’s
common stock (“Common Stock”) represented by all validly executed proxies received in time to be taken to the
Special Meeting and not previously revoked will be voted at the meeting. This proxy may be revoked by the stockholder at any time prior
to its being voted by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later
date. We intend to release this Proxy Statement and the enclosed proxy card to our stockholders on or about June 29, 2023.
Dissenters’ Right of Appraisal
Holders of shares of our
Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this
solicitation.
Outstanding Shares and Quorum
The number of outstanding
shares of Common Stock entitled to vote at the Special Meeting is 4,021,221. Each share of Common Stock is entitled to one vote. The
presence in person or by proxy at the Special Meeting of the holders of 2,010,621shares, or a majority of the number of outstanding shares
of Common Stock, will constitute a quorum. There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld
on certain matters (so-called “broker non-votes”) will be treated as present for quorum purposes on all matters.
Broker Non-Votes
Holders of shares of our
Common Stock that are held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares.
If a stockholder does not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares
with respect to “routine” items, but it will not be permitted to vote the shares with respect to “non-routine”
items. In the case of a non-routine item, such shares will be considered “broker non-votes” on that proposal.
Proposal 1 (Charter Amendment
Proposal) is a matter that we believe will be considered “non-routine.”
Proposal 2 (Trust Amendment
Proposal) is a matter that we believe will be considered “non-routine.”
Proposal 3 (Adjournment Proposal)
is a matter that we believe will be considered “routine.”
Banks or brokerages cannot
use discretionary authority to vote shares on Proposals 1 or 2 if they have not received instructions from their clients. Please submit
your vote instruction form so your vote is counted.
Required Votes for Each Proposal to Pass
Assuming the presence of
a quorum at the Special Meeting:
Abstentions will count as
a vote against each of the proposals.
Interests of the Company’s Directors and Officers
Proposal | |
Vote Required | |
Broker
Discretionary Vote Allowed |
| |
| |
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Charter Amendment Proposal | |
65% of outstanding shares | |
No |
Trust Amendment Proposal | |
Majority of the outstanding shares represented by virtual attendance or by proxy
and entitled to vote thereon at the Special Meeting | |
No |
Adjournment | |
Majority of the outstanding shares represented by virtual
attendance or by proxy and entitled to vote thereon at the Special Meeting | |
Yes |
When you consider the recommendation of our board,
you should keep in mind that the Company’s initial stockholders, sponsor, officers, directors and advisors have interests that
may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:
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the fact that the Sponsor
paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the
Proposed Business Combination; |
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the fact that if the Proposed Business Combination is not approved,
in accordance with our Charter, the 2,875,000 Founder Shares held by our sponsor, our officers and directors, which were acquired prior
to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to
such shares), as will the 376,000 Private Placement Shares included in the private units that were acquired simultaneously with the IPO
in the private placement for an aggregate purchase price of $3,760,000. Irrespective of existing lock-up agreements that impose restrictions
on the transfer of the Founder Shares and Private Placement Shares, such Founder Shares and Private Placement Shares had an aggregate
market value of approximately $29,756,250 based on the last sale price of $10.35, on Nasdaq on June 15, 2023; |
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if we are unable to complete
a business combination and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain
exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $0.01 per share by the
claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted
for or products sold to us; |
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all rights specified in
the Company’s Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s
officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business
combination. If the Proposed Business Combination is not approved and the Company liquidates, the Company will not be able to perform
its obligations to its officers and directors under those provisions; and |
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our sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating
possible business targets and business combinations. However, if the Company fails to consummate the Proposed Business Combination,
they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to
reimburse these expenses if the Proposed Business Combination is not completed. As of May 31, 2023, no out-of-pocket expenses
are owed to the Company’s officers, directors and Sponsor. |
Additionally, if the Charter
Amendment Proposal and the Trust Amendment Proposal are approved, the Extension is implemented and the Company consummates
an initial business combination, the officers and directors may have additional interests that would be described in the proxy statement
for such transaction.
Voting Procedures
Each share of our common
stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your proxy card shows the
number of shares of our common stock that you own.
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You can vote your shares
in advance of the Special Meeting by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope
provided. If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the
instructions provided to you by your broker, bank or other nominee to ensure that your shares are represented and voted at the Special
Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you
instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares
of our common stock will be voted as recommended by our board of directors. Our board of directors recommends voting “FOR”
the Charter Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal. |
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You can attend the Special
Meeting and vote telephonically even if you have previously voted by submitting a proxy. However, if your shares of common stock
are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is
the only way we can be sure that the broker, bank or nominee has not already voted your shares of common stock. |
Solicitation of Proxies
Your
proxy is being solicited by our board on the proposals being presented to stockholders at the Special Meeting. . In addition to these
mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners.
The cost of preparing, assembling,
printing and mailing this Proxy Statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the Special
Meeting, will be borne by the Company.
Some banks and brokers have
customers who beneficially own common stock listed of record in the names of nominees. We intend to request banks and brokers to solicit
such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation
of the holders of our outstanding common stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation
directly.
Delivery of Proxy Materials to Stockholders
Only one copy of this Proxy
Statement will be delivered to an address where two or more stockholders reside with the same last name or whom otherwise reasonably
appear to be members of the same family based on the stockholders’ prior express or implied consent.
We will deliver promptly upon written or oral
request a separate copy of this Proxy Statement. If you share an address with at least one other stockholder, currently receive one copy
of our Proxy Statement at your residence, and would like to receive a separate copy of our Proxy Statement for future stockholder meetings
of the Company, please specify such request in writing and send such written request to Western Acquisition Ventures Corp., 42 Broadway,
12th Floor, New York, New York 10004, or call the Company promptly at (310)
740-0710.
If you share an address with at least one other
stockholder and currently receive multiple copies of our Proxy Statement, and you would like to receive a single copy of our Proxy Statement,
please specify such request in writing and send such written request to Western Acquisition Ventures Corp., 42 Broadway, 12th Floor,
New York, New York 10004; Attention: Secretary.
Conversion Rights
Pursuant to our currently
existing charter, any holders of our public shares may demand that such shares be converted for a pro rata share of the aggregate amount
on deposit in the trust account, less taxes payable, calculated as of two business days prior to the Special Meeting. Public stockholders
may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders
of our common stock as of the Record Date. If you properly exercise your conversion rights, your shares will cease to be outstanding
and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the trust account which holds the
proceeds of our IPO (calculated as of two business days prior to the Special Meeting). For illustrative purposes, based on funds in the
trust account of approximately $8,023,375 on May 31, 2023, the estimated per share conversion price would have been approximately $10.29.
In order to exercise your conversion rights, you must:
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submit a request in writing prior to 5:00 p.m., Eastern time on July 5, 2023 (two business days before
the Special Meeting) that we convert your public shares for cash to American Stock Transfer & Trust Company, our transfer agent,
at the following address: |
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American Stock Transfer & Trust Company
6201 15th AVE
Brooklyn NY 11219
Attn: SPAC Support
E-mail: SPACSUPPORT@astfinancial.com |
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and |
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deliver your public shares
either physically or electronically through DTC to our transfer agent at least two business days before the Special Meeting. Stockholders
seeking to exercise their conversion rights and opting to deliver physical certificates should allot sufficient time to obtain physical
certificates from the transfer agent and time to effect delivery. It is our understanding that stockholders should generally allot at
least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it
may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their broker, bank or
other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public
shares as described above, your shares will not be redeemed. |
Any demand for conversion,
once made, may be withdrawn at any time until the deadline for exercising conversion requests (and submitting shares to the transfer
agent) and thereafter, with our consent. If you delivered your shares for conversion to our transfer agent and decide within the required
timeframe not to exercise your conversion rights, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the phone number or address listed above.
Prior to exercising conversion
rights, stockholders should verify the market price of our common stock, as they may receive higher proceeds from the sale of their common
stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price.
We cannot assure you that you will be able to sell your shares of our common stock in the open market, even if the market price per share
is higher than the conversion price stated above, as there may not be sufficient liquidity in our common stock when you wish to sell
your shares.
If you exercise your conversion
rights, your shares of our common stock will cease to be outstanding immediately prior to the Special Meeting (assuming the Charter Amendment
Proposal and the Trust Amendment Proposal are approved) and will only represent the right to receive a pro rata share of the aggregate
amount on deposit in the trust account. You will no longer own those shares and will have no right to participate in, or have any interest
in, the future growth of the Company, if any. You will be entitled to receive cash for these shares only if you properly and timely request
conversion.
If the Charter Amendment
Proposal and the Trust Amendment Proposal are not approved and we do not consummate an initial business combination by July 11, 2023,
we will be required to dissolve and liquidate our trust account by returning the then remaining funds in such account to the public stockholders
and our rights to convert into common stock will be worthless.
Holders of outstanding units
must separate the underlying public shares and public rights prior to exercising conversion rights with respect to the public shares.
If you hold units registered
in your own name, you must deliver the certificate for such units to American Stock Transfer & Trust Company with written instructions
to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the
public share certificates back to you so that you may then exercise your conversion rights with respect to the public shares upon the
separation of the public shares from the units.
If a broker, dealer, commercial
bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send
written instructions by facsimile to American Stock Transfer & Trust Company. Such written instructions must include the number of
units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal
at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This
must be completed far enough in advance to permit your nominee to exercise your conversion rights with respect to the public shares upon
the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow
at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner,
you will likely not be able to exercise your conversion rights.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Name
and Address of Beneficial Owner(1) | |
Amount
and Nature of Beneficial Ownership(3) | | |
Approximate
Percentage of Outstanding Shares of Common Stock(2) | |
Western Acquisition Ventures Sponsor LLC (our
sponsor) | |
| 2,501,000 | | |
| 62.20 | % |
A.G.P./Alliance
Global Partners(4) | |
| 750,000 | | |
| 18.65 | % |
Stephen Christoffersen (Director) | |
| - | | |
| - | |
William
Lischak (Director)(5) | |
| 2,501,000 | | |
| 62.20 | % |
Ade Okunubi (Director) | |
| - | | |
| - | |
Robin L. Smith (Director) | |
| - | | |
| - | |
Adam K. Stern (Director) | |
| - | | |
| - | |
All directors and executive officers as a group (five individuals) | |
| 2,501,000 | | |
| 62.20 | % |
MMCAP
International Inc. SPC (6) | |
| 500,000 | | |
| 12.43 | % |
Feis
Equities LLC (Lawrence M. Feis) (7) | |
| 818,768 | | |
| 20.36 | % |
Alpha Captal Anstalt | |
| 1,218,031 | | |
| 30.29 | % |
(1) |
Unless
otherwise indicated, the business address of each of the individuals is c/o 42 Broadway, 12th Floor, New York, New York 10004. |
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(2) |
Percentages
shows are based on 4,021,2214,021,221 shares of common stock issued and outstanding as of June 12, 2023. |
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(3) |
Interests
shown include of founders shares, classified as common stock, and shares issued with the private placement units, as well as public
shares. |
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(4) |
Interests
shown consist solely of representative shares, classified as common stock. The business address of A.G.P. is 590 Madison Avenue,
28th Floor, New York, NY 10022. Interests shown consist of 750,000 shares of common stock beneficially owned by A.G.P. Individuals
who have shared voting and investor control over these shares are Raffaele Gambardella, A.G.P.’s Chief Operation Officer and
Chief Risk Officer, Craig E. Klein, A.G.P.’s Chief Financial Officer/Principal Financial Officer, Phillip W. Michals, A.G.P.’s
Chief Executive Officer, John J. Venezia, A.G.P.’s Chief Compliance Officer, and David A. Bocchi, Trustee of the David Bocchi
Family Trust, which is an indirect owner of A.G.P., each of whom disclaims any beneficial ownership of such shares except to the
extent of their pecuniary interest. |
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(5) |
With
respect to before the offering, our Sponsor is the record holder of such shares. William Lischak, our Chief Financial Officer, is
the sole managing member of our Sponsor. As such, William Lischak has voting and investment discretion with respect to the founder
shares held of record by our Sponsor and may be deemed to have shared beneficial ownership of the founder shares held directly by
our Sponsor. William Lischak disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest
therein, directly or indirectly. |
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(6) |
Based
on a Schedule 13G filed by the reporting person, the address for the reporting person is c/o Mourant Governance Services (Cayman)
Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. |
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(7) |
Based
on a Schedule 13G filed by the reporting person, the address for the reporting person is 20 North Wacker Drive, Suite 2115,
Chicago, Illinois 60606 |
PROPOSAL 1: THE CHARTER AMENDMENT PROPOSAL
This is a proposal to amend
the Company’s Certificate of incorporation (the “Charter”), to extend the date by which the Company has
to consummate a business combination (the “Extension”) from January 11, 2023 to January 11, 2024 (the latest
such date actually extended being referred to as the “Extended Termination Date”) (the “Charter
Amendment Proposal”).
Reasons for the Proposed Charter Amendment
Proposal
The purpose of the Charter
Amendment Proposal is to allow the Company more time to complete its initial business combination. the Company’s Charter provides
that the Company has only until January 11, 2023 to complete a business combination.
On November 21, 2022, the
Company entered into an agreement and plan of merger (as it may be amended and/or restated from time to time, the “Merger
Agreement”), by and among the Company, the WAV Merger Sub Inc., a Delaware corporation and wholly-owned Subsidiary
of the Company (“Merger Sub”), and Cycurion ceuticals, Inc., a Delaware corporation (“Cycurion”),
pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of the
Company. In addition, in connection with the consummation of the Business Combination, the Company will be renamed “Cycurion ,
Inc.” (“New Cycurion”).
The Merger Agreement provides
that the Company has agreed to acquire all of the outstanding equity interests of Cycurion for an aggregate of 9,500,000 shares of the
Company Common Stock, par value $0.001 per share (the “Merger Consideration Shares”).
In accordance with the terms
and subject to the conditions of the Merger Agreement, at the effective time of the merger (the “Effective Time”),
each share of Cycurion’s common stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall
be converted into the right to receive the per share Merger Consideration (i.e., the portion of the Merger Consideration Shares with
respect to a single share of Cycurion’s common stock equal to the quotient obtained by dividing (x) the Merger Consideration Shares
by (y) the Fully Diluted Company Shares). As used herein, “Fully Diluted Company Shares” means the shares of
Cycurion’s common stock that are issued and outstanding and shares which are subject to outstanding options and warrants immediately
prior to the Effective Time.
The
Company and the other parties to the Merger Agreement are working towards satisfaction of the conditions to completion of the Proposed
Business Combination and finalizing the Proposed Business Combination Registration Statement relating to the transaction, but have determined
that there will not be sufficient time before July 11, 2023 to hold a Special Meeting to obtain stockholder approval of, and to consummate,
the Business Combination. Accordingly, the Company’s board has determined that, given the Company’s expenditure of time,
effort and money on identifying Cycurion as a target business and completing its initial 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 an initial business combination before the Extended Termination
Date.
If the Company’s board
of directors determines that the Company will not be able to consummate an initial 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.
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
Proposal, 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, the Trust Amendment Proposal and the Adjournment 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. However, the Company will not proceed with the Charter Amendment Proposal and the Trust Amendment Proposal if the redemption
of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. Each redemption
of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately $8,023,275 of marketable
securities as of May 31, 2023. 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 completed a business combination by the Extended Termination Date. Our sponsor, our officers and directors
and our other initial stockholders, own an aggregate of 3,251,000 shares of our common stock, which includes 2,875,000 shares that we
refer to as the “Founder Shares”, issued prior to our initial public offering (“IPO”)
and 376,000 shares of our common stock, which we refer to as the “Private Placement Shares” that were included
in the units purchased in a private placement which occurred simultaneously with the completion of the IPO.
Factors to Consider
When you consider the recommendation
of our board, you should consider, among other things, the following benefits and detriments of the proposals to you as the public stockholders:
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Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against
the proposals and whether or not they are holders of our Common Stock as of the Record Date. (See “Conversion Rights”). |
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Each redemption
of shares by our public stockholders will decrease the amount in our Trust Account, which held approximately
$8,023,375 of marketable securities as of May 31, 2023. The Company will not proceed with the Charter
Amendment and Trust Amendment if the redemption of public shares in connection therewith would cause
the Company to have net tangible assets of less than $5,000,001. |
Interests of the Company’s Directors
and Officers
When you consider the recommendation
of our board, you should also keep in mind that the Company’s Sponsor, initial stockholders, officers and directors have interests
in the proposals and the business combination that may be different from, or in addition to, your interests as a stockholder. These interests
include, among other things:
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the
Company’s Sponsor has a fiduciary obligation to its members and William Lischak, (the Company’s Chief Financial Officer
and Director) is the controlling member of our Sponsor. Mr. Lischak has a fiduciary obligation to both the Company and the Sponsor
so he may have a conflict of interest when voting. |
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If an initial business combination is not completed, the Company will
be required to dissolve and liquidate. In such event, the 2,875,000 Founder Shares which were acquired prior to the IPO and 376,000 Private
Placement Shares included in the private placement units acquired in the private placement simultaneously with the closing of the IPO
currently held by the initial stockholders, will be worthless because such holders have agreed to waive their rights to any liquidation
distributions. The Founder Shares were purchased for an aggregate purchase price of $25,000 and had an aggregate market value of approximately
$29,756.250, and the Private Placement Shares had an aggregate market value of approximately $3,891,600, based on the closing price of
$10.35 per share of the Company's Common Stock on the Nasdaq Stock Market as of June 15, 2023. |
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If
an initial business combination is not completed, an aggregate of 11,500,000 Warrants purchased as part of the public units and the
376,000 warrants included in the private units purchased as part of the private placement simultaneously with the IPO, will be worthless. |
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Because
of these interests, the Company’s initial stockholders could benefit from the completion of a business combination that is
not favorable to its public stockholders and may be incentivized to complete an acquisition of a less favorable target company or
on terms less favorable to public stockholders rather than liquidate. For example, if the share price of the Company Common Stock
declined to $5.00 per share after the close of the business combination, the Company’s public stockholder that purchased shares
in the initial public offering, would have a loss of $5.00 per share, while the Company’s initial stockholders would have a
gain of $3.84 per share because it acquired the Founder Shares for a nominal amount. In other words, the Company’s initial
stockholders can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return
in the post-combination company. |
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The
Company’s sponsor is Western Acquisition Ventures Sponsor, LLC (“Sponsor”), and its managing member
is William Lischak. If an initial business combination, such as the Proposed Business Combination, is not completed, the Sponsor
will lose an aggregate of approximately $33,656,874, comprised of the following: |
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approximately
$33,647,850 (based on the closing price of $10.35 per share of the Company Common Stock on the Nasdaq Stock Market as of
June 15, 2023) of the 2,875,000 Founder Shares and the 376,000 Private Placement Shares that were included in the units sold
in the private placement simultaneously with the IPO, that the Sponsor holds; and |
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approximately
$9,024 (based on the closing price of $0.024 per public Warrant on the Nasdaq Stock Market as of June 15, 2023) of the
376,000 Warrants the Sponsor holds. |
Public
stockholders will also forfeit the 11,500,000 Warrants included in the units sold in the IPO. As promptly as reasonably possible
following such redemption, 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.
If
we liquidate, our public stockholders may only receive 10.19 per share, and our Warrants, including the 11,500,000 Warrants held
by the public stockholders, will expire worthless. This will also cause you to lose the investment opportunity in the target company
and the chance of realizing future gains on your investment through any price appreciation in the combined company.
If
the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Company may extend the time to complete a business
combination until January 11, 2024.
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
July 5, 2023). 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/Withdrawal At Custodian) system. 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 May 31, 2023, there was approximately $8,023,375
million in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Termination
Date is extended to January 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 $10.29 per share (without taking into account any interest, tax estimates and
other factors). The closing price of the Company’s common stock on June 15, 2023 was $10.35. 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 January 11, 2024, as contemplated by our IPO prospectus and in accordance with our amended Charter, 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), 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 that were included in the units purchased in the public
offering, 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.
United States Federal Income Tax Considerations
for Stockholders Exercising Conversion Rights
THE FOLLOWING DISCUSSION
IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS TAX ADVICE. YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISOR WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF MAKING OR NOT MAKING THE ELECTION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL
AND NON-U.S. TAX RULES AND POSSIBLE CHANGES IN LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED IN THIS PROXY STATEMENT.
U.S. Holders
This
section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our shares of common stock who
or that is, for U.S. federal income tax purposes:
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an individual
who is a citizen or resident of the United States; |
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a corporation (or other entity taxable as a corporation for U.S. federal income
tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia; |
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an estate
the income of which is subject to U.S. federal income tax purposes regardless of its source; or |
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a trust, if (A) a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code)
have the authority to control all substantial decisions of the trust or (B) the trust validly elected to be treated as a United
States person for U.S. federal income tax purposes. |
Taxation
of Distributions. If a U.S. holder’s conversion of shares of common stock is treated as a distribution, such distributions
will generally constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings
and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and
profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted
tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock
and will be treated as described below under the section entitled “—U.S. Holders—Gain or Loss on Sale, Taxable Exchange
or Other Taxable Disposition of Common Stock.”
Dividends
received by a U.S. holder that is a taxable corporation will generally qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes
of investment interest deduction limitations), and provided certain holding period requirements are met, dividends received by a non-corporate U.S. holder
will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate applicable to long-term
capital gains.
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. If a U.S. holder’s conversion of shares
of common stock is treated as a sale or other taxable disposition, a U.S. holder will generally recognize capital gain or loss in an
amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the shares of common stock
converted. Any such capital gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for
the common stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. holders
will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
Generally,
the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of
cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis
in its common stock so disposed of. A U.S. holder’s adjusted tax basis in its common stock will generally equal the U.S. holder’s
acquisition cost less any prior distributions paid to such U.S. holder with respect to its shares of common stock treated as a return
of capital. If the holder purchased an investment unit consisting of both shares and Warrants, the cost of such unit must be allocated
between the shares and Warrants that comprised such unit based on their relative fair market values at the time of the purchase. Calculation
of gain or loss must be made separately for each block of shares owned by a U.S. holder. Any U.S. holder who has tendered all of his
actually owned shares for conversion but continues to hold Warrants after the conversion will generally not be considered to have experienced
a complete termination of his interest in the Company.
Non-U.S. Holders
This
section applies to you if you are a “non-U.S. holder.” A non-U.S. holder is a beneficial
owner of our common stock who or that is, for U.S. federal income tax purposes:
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a non-resident alien individual, other than certain former citizens
and residents of the United States subject to U.S. tax as expatriates; |
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a foreign
corporation; or |
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an estate
or trust that is not a U.S. holder; |
but does not include
an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual,
you should consult your tax advisor regarding the U.S. federal income tax consequences of a conversion.
Taxation
of Distributions. If a non-U.S. holder’s conversion of shares of common stock is treated as a distribution, to the extent
paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), such distribution
will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not effectively connected with the non-U.S. holder’s conduct
of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate
of thirty percent (30%), unless such non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable
income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution
not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. holder’s adjusted
tax basis in its shares of our common stock and, to the extent such distribution exceeds the non-U.S. holder’s adjusted
tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described below under the
section entitled “—Non-U.S. holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common
Stock.”
The
withholding tax described above does not apply to a dividend paid to a non-U.S. holder who provides an IRS Form W-8ECI, certifying that
such dividend is effectively connected with the non-U.S. holder’s conduct of a trade or business within the
United States. Instead, the effectively connected dividend will be subject to regular U.S. federal income tax as if the non-U.S. holder were
a U.S. holder, subject to an applicable income tax treaty providing otherwise. A non-U.S. holder that is a corporation
for U.S. federal income tax purposes and is receiving effectively connected dividends may also be subject to an additional “branch
profits tax” imposed at a rate of thirty percent (30%) (or a lower applicable treaty rate).
Gain
on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock. If a non-U.S. holder’s conversion shares of common
stock is treated as a sale or other taxable disposition, subject to the discussions of FATCA and backup withholding, below a non-U.S. holder will
generally not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other
taxable disposition of our common stock, unless:
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the gain is effectively connected with the conduct of a trade or business by the non-U.S. holder within
the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained
by the non-U.S. holder); or |
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we are or have been a “United States real property holding corporation”
for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the
period that the non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly
traded on an established securities market, the non-U.S. holder has owned, directly or constructively, more than
5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such non-U.S. holder’s holding
period for the shares of our common stock. |
Unless
an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable
U.S. federal income tax rates as if the non-U.S. holder were a U.S. resident. In the event the non-U.S. holder is
a corporation for U.S. federal income tax purposes, such gain may also be subject to an additional “branch profits tax” at
a thirty percent (30%) rate (or lower treaty rate).
If
the second bullet point above applies to a non-U.S. holder, gain recognized by such holder on the sale, exchange
or other taxable disposition of shares of our common stock will be subject to tax at generally applicable U.S. federal income tax rates.
In addition, unless our common stock is regularly traded on an established securities market, a buyer of our common stock (we would be
treated as a buyer with respect to a conversion of common stock) may be required to withhold U.S. federal income tax at a rate of fifteen
percent (15%) of the amount realized upon such disposition. There can be no assurance that our common stock will be treated as regularly
traded on an established securities market. We believe that we are not and have not been at any time since our formation a United States
real property holding company and we do not expect to be a United States real property holding corporation immediately after the Charter
Extension is completed.
FATCA
Withholding Taxes. Provisions commonly referred to as “FATCA” impose withholding of thirty percent (30%) on payments
of dividends (including constructive dividends received pursuant to a conversion of stock) on our common stock to “foreign financial
institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless
various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or
accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN or W-8BEN-E). Foreign financial
institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject
to different rules. non-U.S. holders should consult their tax advisors regarding the effects of FATCA on a conversion
of common stock.
Information Reporting
and Backup Withholding
Generally,
information returns will be filed with the IRS in connection with payments resulting from a conversion shares of common stock.
Backup
withholding of tax may apply to cash payments to which a non-U.S. holder is entitled in connection with a conversion
of shares of common stock, unless the non-U.S. holder submits an IRS Form W-8BEN (or other
applicable IRS Form W-8), signed under penalties of perjury, attesting to such non-U.S. holder’s status as non-U.S. person.
The
amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against such holder’s
U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished
to the IRS.
Required Vote
Subject to the foregoing,
the affirmative vote of at least a majority 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 our initial business combination. Therefore, our board will abandon and not implement the Charter Amendment
Proposal unless our stockholders approve the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal
is approved by the stockholders and the other proposal is not, neither proposal will take effect. 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 or the Trust Amendment Proposal at any time without any further action by our stockholders.
We may not be able to complete an initial
business combination with a U.S. target company since such initial 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.
Our sponsor, Western Acquisition
Ventures Sponsor LLC, a Delaware corporation, has equity holders that reside outside the United States. We therefore may be considered
a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for
so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business
combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review
Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S.
businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations
that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination
with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that
we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS
intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all
or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of
or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and
our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited
and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign
ownership issues.
Moreover, the process of
government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination.
If we cannot complete our initial business combination by July 11, 2023 (because the review process drags on beyond such timeframe or
because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate.
If we liquidate, based on the trust account balance as of May 31, 2023, our public shareholders may only receive approximately $10.29
per share, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and
the chance of realizing future gains on your investment through any price appreciation in the combined company.
Our board has fixed the close of business on June 26, 2023 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.
You are not being asked
to vote on any business combination at this time. If the Charter Amendment Proposal and the Trust Amendment Proposal are 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 a business combination by the Extended Termination Date.
Recommendation
The Company’s board
of directors recommends that you vote “FOR” the Charter Amendment Proposal.
PROPOSAL 2: THE TRUST AMENDMENT
The Trust Amendment
The proposed Trust Amendment
Proposal would amend our existing Investment Management Trust Agreement, as amended (the “Trust Agreement”),
dated as of January 11, 2022, by and between the Company and American Stock Transfer & Trust Company (the “Trustee”),
allowing the Company to extend the time to complete a business combination (the “Business Combination Period”), each
such extension (the “Extension”) to January 11, 2024 (the “Trust Amendment”), by
depositing a nominal amount of $100 (the “Extension Payment”). A copy of the proposed Trust Amendment
is attached to this proxy statement as Annex B. All stockholders are encouraged to read the proposed amendment
in its entirety for a more complete description of its terms.
Reasons for the Trust Amendment
The purpose of the Trust
Amendment Proposal is to give the Company the right to extend the Business Combination Period from July 11, 2023 up to January 11,
2024 (i.e., 24 months from the consummation of the IPO), provided that the Extension Payment of $100 is deposited into the Trust Account
upon xecution of the Trust Amendment.
The Company’s current
Charter and Trust Agreement, each as amended, provide that the Company has until July 11, 2023 to complete a business combination.
On November 21, 2022, the
Company announced that it had entered into a definitive agreement for the Proposed Business Combination with Cycurion. The Board of Directors
of the Company has unanimously (i) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated
thereby, and (ii) resolved to recommend approval of the Merger Agreement and related matters by the stockholders of the Company.
the Company will hold a meeting of stockholders to consider and approve the Proposed Business Combination and a proxy statement/prospectus
will be sent to all the Company stockholders. the Company and other parties to the Merger Agreement are working towards satisfaction
of the conditions to completion of the Business Combination, file a registration statement on Form S-4 with the U.S. Securities
and Exchange Commission related to the transaction, but have determined that there will not be sufficient time before January 11, 2023
(its current termination date) to hold a Special Meeting to obtain the requisite stockholder approval of, and to consummate, the Proposed
Business Combination.
If the Trust Amendment Is Not Approved
If the Trust Amendment Proposal
were not approved, and we do not consummate an initial business combination by July 11, 2023, we would be required to dissolve and liquidate
our Trust Account by returning the then remaining funds in such account to the public stockholders and our Warrants that convert into
Common Stock will be worthless. By virtue of the ownership of the Company’s common stock by the Sponsor and AGP, 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.
The Company’s initial
stockholders have waived their rights to participate in any liquidation distribution with respect to their insider shares. There will
be no distribution from the Trust Account with respect to the Company’s Warrants, which will be worthless in the event we wind
up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account.
If the Trust Amendment Proposal Is Approved
If the Charter Amendment
Proposal and the Trust Amendment Proposal are approved, the amendment to the Trust Agreement in the form of Annex B hereto
will be executed and the Trust Account will not be disbursed except in connection with our completion of the Proposed Business Combination
or in connection with our liquidation if we do not complete an initial business combination by the applicable termination date. The Company
will then continue to attempt to consummate a business combination until the applicable termination date or until the Company’s
Board of Directors determines in its sole discretion that it will not be able to consummate an initial business combination by the applicable
termination date as described below and does not wish to seek an additional extension.
Required Vote
Subject to the foregoing,
the affirmative vote of at least a majority of the Company’s outstanding Common Stock, including the Founder Shares and Private
Placement Shares, will be required to approve the Trust Amendment Proposal. Our Board will abandon and not implement the Trust Amendment
Proposal unless our stockholders approve both the Charter Amendment Proposal and Trust Amendment Proposal. This means that if one proposal
is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval
of the Charter Amendment Proposal and Trust Amendment Proposal, our Board will retain the right to abandon and not implement the Charter
Amendment and Trust Amendment at any time without any further action by our stockholders.
Our Board has fixed the close of business on June 26, 2023, 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.
You are not being asked
to vote on any business combination at this time. If the Trust Amendment 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 (as long
as your election is made at least two (2) business days prior to the meeting at which the stockholders’ vote is sought) or the
Company has not consummated the business combination by the applicable termination date.
Recommendation
The Company’s board
of directors recommends that you vote “FOR” the Trust Amendment Proposal.
PROPOSAL 3: THE ADJOURNMENT PROPOSAL
The adjournment proposal,
if adopted, will request the chairman of the Special Meeting (who has agreed to act accordingly) to adjourn the Special Meeting to a
later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our stockholders in
the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the other proposal
in this proxy statement. If the adjournment proposal is not approved by our stockholders, the chairman of the meeting will not exercise
his ability to adjourn the Special Meeting to a later date (which he would otherwise have under the Chairman) in the event, based on
the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the other proposal.
Required Vote
If a majority of the shares
present in person or by proxy and voting on the matter at the Special Meeting vote for the adjournment proposal, the chairman of the
Special Meeting will exercise his or her power to adjourn the meeting as set out above.
Recommendation
The Company’s board of directors recommends
that you vote “FOR” the adjournment proposal.
THE SPECIAL MEETING
Date, Time and Place.
The Special Meeting will be held at 10:00 a.m., ET on July 10, 2023.
The Special Meeting will be a virtual meeting
only and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting
can be accessed by using the following link:
https://us02web.zoom.us/j/83476184427?pwd=LzdTdzJ5QkRTTU9TUHlKWmtQVHVqUT09.
Any stockholder who is unable to join the online
meeting can participate by telephone by dialing (929) 205-6099, and using the Zoom Meeting ID 834 7618 4427 and the Passcode 913130.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special
Meeting, if you owned Public Shares at the close of business on June 26, 2023, the Record Date for the Special Meeting. At the close
of business on the Record Date, there were 4,021,221 shares of Common Stock outstanding each of which entitles its holder to cast
one vote on the proposal. Company Warrants do not carry voting rights.
Proxies;
Board Solicitation. Your proxy is being solicited by the Board on the proposals being presented to stockholders at
the Special Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited
in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Special Meeting. .
Required
Votes
Charter Amendment Proposal.
The Extension Proposal must be approved by the affirmative vote of 65% of the outstanding shares of Common Stock outstanding.
Trust Amendment Proposal. The
Trust Amendment Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in
person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
Adjournment Proposal. The Adjournment
Proposal must be approved by the affirmative vote of a majority of the holders of Common Stock who, being present in person (including
virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting.
By virtue of the ownership
of the Company’s common stock by the Sponsor and AGP, 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.
Abstentions and broker
non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect
on the proposals. As a result, if you abstain from voting on any of the proposals, your shares will be counted as present for purposes
of establishing a quorum (if so present in accordance with the terms of our Charter), but the abstention will have no effect on the outcome
of such proposal.
If you do not want to
approve the Charter Amendment Proposal, the Trust Amendment Proposal or the Adjournment Proposal, you must vote against each 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 our initial business combination. Therefore, our board will abandon and not implement
the Charter Amendment Proposal unless our stockholders approve both the Charter Amendment Proposal and the Trust Amendment Proposal.
This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect.
The Sponsor and all of the Company’s directors,
executive officers, initial stockholders and their affiliates are expected to vote any Common Stock owned by them in favor of the Charter
Amendment Proposal and the Trust Amendment Proposal. On the Record Date, they beneficially owned and were entitled to vote 3,251,000
shares of Common Stock, representing approximately 63% of the Company’s issued and outstanding shares of Common Stock.
STOCKHOLDER PROPOSALS
If
the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Extension Amendment is effective, the Trust Amendment
is executed and the Proposed Business Combination is consummated, we expect that the post-Proposed Business Combination Company will
hold its 2023 annual meeting of stockholders on or prior to December 31, 2023. The date of such meeting and the date by which you may
submit a proposal for inclusion in the proxy statement will be included in a Current Report on Form 8-K or a Quarterly Report on Form
10-Q.
If
the Charter Amendment Proposal and the Trust Amendment Proposal are not approved and the Proposed Business Combination is not consummated,
there will be no further annual meetings of the Company.
DELIVERY OF DOCUMENTS
TO STOCKHOLDERS
Pursuant
to the rules of the SEC, the Company and its agents that deliver communications to its stockholders are permitted to deliver to two
or more stockholders sharing the same address a single copy of the Company’s proxy statement. Upon written or oral
request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to
receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise
request that the Company deliver single copies of such documents in the future. stockholders may notify the Company of their
requests by calling or writing the Company’s [TBD]
OTHER INFORMATION
The
Company’s 2022 Annual Report on Form 10-K, excluding exhibits, will be mailed without charge to any shareholder entitled to vote
at the meeting, upon written request to Secretary, Western Acquisition Ventures Corp at [TBD].
Other Matters to Be
Presented at the Special Meeting
The
Company did not have notice of any matter to be presented for action at the Special Meeting, except as discussed in this proxy statement.
The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Special
Meeting.
WHERE
YOU CAN FIND MORE INFORMATION
The Company files annual,
quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet web site that contains
reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC.
The public can obtain any documents that we file electronically with the SEC at www.sec.gov.
This Proxy Statement describes
the material elements of relevant contracts, exhibits and other information attached as annexes to this Proxy Statement. Information
and statements contained in this Proxy Statement are qualified in all respects by reference to the copy of the relevant contract or other
document included as an annex to this document.
You may obtain additional
copies of this Proxy Statement, at no cost, and you may ask any questions you may have about the Charter Amendment Proposal or the Adjournment
by contacting us at the following address or telephone number:
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, New York 10004
(310)
740-0710
You may also obtain these documents at no cost by requesting them in
writing or by telephone from the Company at its address above.
In order to receive timely
delivery of the documents in advance of the Special Meeting, you must make your request for information no later than July 5, 2023.
WESTERN ACQUISITION VENTURES
CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 2022 The undersigned,
revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated December
19, 2022, in connection with the special meeting to be P held on December 30, 2022 at 10:00 a.m., Eastern Time, and hereby appoints Stephen
Christoffersen and William Lischak, and each of them (with full power to act alone), the attorneys and proxies of theR undersigned, with
power of substitution to each, to vote all shares of the common stock of WesternO Acquisition Ventures Corp. (the “Corporation”)
registered in the name provided, which the undersigned is X entitled to vote at the special meeting of Stockholders, and at any adjournments
thereof, with all the powersthe undersigned would have if personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in thisC Proxy Statement. A PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL BE R VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION D IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE
ALL PRIOR PROXIES SIGNED BY YOU.(Continued and to be marked, dated and signed on reverse side)
Please mark vote as indicated
in this exampleTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.Proposal 1 — Charter Amendment Proposal
Amend the Company’s Certificate of incorporation, to extend the date by which the Company has to consummate a business combination
on a month-to-month basis up to six (6) times, each such extension for an additional one (1) month period from January 11, 2023 to July
11, 2023. Proposal 2 — Trust Amendment Proposal Amend the Company’s investment management trust agreement, dated as of January
11, 2022, by and between the Company and American Stock Transfer & Trust Company, allowing the Company to extend the Extended Termination
Date from January 11, 2023 up to six (6) times, each such Extension for an additional one (1) month period, until July 11, 2023, by depositing
into the Trust Account $10,000 for each one-month Extension (or up to an aggregate of $60,000 for the total six-month period). Proposal
3 — Adjournment Proposal 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.FOR AGAINST ABSTAINFOR AGAINST ABSTAINFOR AGAINST ABSTAIN, 2022Signature(Signature
if held Jointly) Signature should agree with name printed hereon. If stock is held in the name of more than one person, EACH joint owner
should sign. Executors, administrators, trustees, guardians, and attorneys should indicate the capacity in which they sign. Attorneys
should submit powers of attorney.
Western Acquisition Vent... (NASDAQ:WAVSU)
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