UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On December 20, 2022, Western Acquisition Ventures Corp. (the “Company”) filed a definitive proxy statement which contained a beneficial ownership table that improperly attributed ownership of shares held by the Company’s sponsor to certain of its members notwithstanding the fact that such members had neither voting nor dispositive power with respect to such shares. The table below presents the beneficial ownership properly reflecting the beneficial ownership of such shares in accordance with SEC rules:
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 | 62.2 | % | |||||
| A.G.P./Alliance Global Partners(4) | 750,000 | 18.7 | % | |||||
| Stephen Christoffersen (Director) | - | - | ||||||
| William Lischak (Director)(5) | 2,501,000 | 62 | % | |||||
| Ade Okunubi (Director) | - | - | ||||||
| Robin L. Smith (Director) | - | - | ||||||
| Adam K. Stern (Director) | - | - | ||||||
| All directors and executive officers as a group (six individuals) | 2,501,000 | 62.2 | % | |||||
| MMCAP International Inc. SPC (6) | 500,000 | [12.4 | %] | |||||
| Feis Equities LLC (Lawrence M. Feis) (7) | 518,768 | [12.9 | %] | |||||
| Alpha Captal Anstalt | 300,000 | 7.50 | % | |||||
| (1) | Unless otherwise indicated, the business address of each of the individuals is c/o 42 Broadway, 12th Floor, New York, New York 10004. |
| (2) | Percentages shows are based on 14,751,000 shares of common stock issued and outstanding as of March 30, 2022. |
| (3) | Interests shown include of founders shares, classified as common stock, and shares issued with the private placement units, as well as public shares. |
| (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. |
| (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. |
| (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. |
| The above table also corrects the equivalent table in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Forward Purchase Agreement among WAVS, Cycurion and Alpha dated as of January 10, 2023 (corrected exhibit) | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 19, 2023
| WESTERN ACQUISITION VENTURES CORP. | ||
| By: | /s/ Stephen Christoffersen | |
| Name: | Stephen Christoffersen | |
| Title: | President and CEO | |