Form 8-K Summary
Registrant: Western Acquisition Ventures Corp. The request identifies Cycurion, Inc., but the supplied filing is for Western Acquisition Ventures Corp., a special purpose acquisition company (SPAC).
Reporting period and event date: Current report dated January 14, 2022, covering events beginning January 11, 2022. The filing primarily reports the closing of the initial public offering and related transactions.
Business Context and Offering
- The company completed its initial public offering of 11,500,000 units at $10.00 per unit, generating gross proceeds of $115.0 million. The underwriters exercised their over-allotment option in full.
- Each unit consists of one common share and one redeemable warrant. Each whole warrant is exercisable for one common share at $11.50 per share.
- The company also sold 376,000 private placement units to its sponsor at $10.00 per unit, generating gross proceeds of $3.76 million.
- The private placement was conducted under the Securities Act Section 4(a)(2) exemption, with no underwriting discounts or commissions paid.
Financial Position and Liquidity
- A total of $116.15 million, consisting of IPO proceeds after offering expenses and part of the private placement proceeds, was deposited into a U.S.-based trust account.
- Trust funds are generally restricted until the earliest of completion of an initial business combination, certain approved redemptions, or liquidation if no business combination is completed within 12 months of the IPO closing.
- The sponsor may extend the business-combination deadline to as long as 18 months, as described in the registration statement.
- The filing does not provide operating revenue, profit, cash flow, margins, debt balances, or other operating-company performance metrics.
Material Changes and Corporate Actions
- The stockholders approved and adopted an amended and restated certificate of incorporation in connection with the IPO.
- The board appointed an audit committee consisting of Ade Okunubi, Robin L. Smith, and Adam K. Stern, with Mr. Okunubi as chair.
- Robin L. Smith and Ali Jahangiri were appointed to the compensation committee, with Ms. Smith as chair.
- The company and its directors and officers entered into letter and indemnity agreements. The filing also reports underwriting, trust, warrant, registration rights, escrow, and other IPO-related agreements.
Outlook, Risks, and Unusual Items
- The company is a SPAC and had not reported an operating business or completed an initial business combination in this filing.
- The principal stated use of funds is to pursue an initial business combination; the filing does not provide specific target, transaction, revenue, earnings, or operating guidance.
- If an initial business combination is not completed within the applicable 12-month period, subject to the sponsor’s potential extension, public shares are generally subject to redemption under the terms described in the registration statement.
- Trust-account funds may generally be released only for a qualifying business combination, permitted redemptions, taxes, limited dissolution expenses, or liquidation-related purposes.
- Investors should consider redemption risk, the uncertainty of identifying and completing a business combination, dilution from warrants and sponsor securities, and restrictions on access to trust-account funds.
Key Facts to Verify
- Confirm that the filing belongs to Western Acquisition Ventures Corp., not Cycurion, Inc.
- Verify the final IPO unit count, $10.00 offering price, $115.0 million gross IPO proceeds, and full exercise of the over-allotment option.
- Verify the 376,000 private placement units and $3.76 million of related proceeds.
- Reconcile the $116.15 million deposited into the trust account with offering expenses and private placement proceeds.
- Review the registration statement for the precise redemption mechanics, extension provisions, sponsor arrangements, and potential dilution from warrants.
- Review the amended and restated certificate of incorporation and the filed IPO agreements for terms not reproduced in this summary.