Form 8-K Summary
Registrant: Western Acquisition Ventures Corp. The request identifies Cycurion, Inc., but the filing is by Western Acquisition Ventures Corp. and does not mention Cycurion, Inc.
Reporting date: January 14, 2022; filed January 21, 2022. The filing reports the consummation of the registrant’s initial public offering and related private placement.
Business Context and Transaction
The registrant is a special purpose acquisition company formed to pursue an initial business combination. On January 14, 2022, it completed an initial public offering of 11,500,000 units at $10.00 per unit. Each unit included one share of common stock and one redeemable warrant exercisable at $11.50 per share.
Concurrently, the sponsor purchased 376,000 private placement units at $10.00 per unit. The underwriter exercised its over-allotment option in full.
Financial Metrics and Liquidity
| Metric | Amount or Detail |
|---|---|
| IPO gross proceeds | $115.0 million |
| Private placement gross proceeds | $3.76 million |
| Funds deposited in trust | $116.15 million as of January 14, 2022 |
| Founder shares retained by sponsor | 2,125,000 shares |
| Debt | The filing text does not provide a clear debt balance. |
| Revenue, profit, cash flow and margins | Not applicable or not reported in this transaction-focused filing. |
Trust funds are generally restricted until completion of an initial business combination, permitted redemptions, or liquidation if no business combination is completed within the applicable deadline. Limited releases may be made for taxes and up to $100,000 of dissolution expenses.
Material Changes Versus Prior Comparable Period
No comparable-period operating results are presented. The material change reported is the completion of the IPO and private placement, resulting in the establishment of the $116.15 million trust account.
Outlook, Risks and Unusual Items
- The company must complete an initial business combination within 12 months of the IPO closing, subject to an extension at the sponsor’s option for up to 18 months as described in the registration statement.
- If no business combination is completed by the deadline, the company may be required to redeem its public shares, subject to applicable law and the terms disclosed in its registration statement.
- Public shareholders may have redemption rights in connection with a business combination or certain proposed amendments to the company’s governing documents.
- The trust account is restricted and is not generally available for ordinary corporate purposes before a business combination.
- The filing includes an audited balance sheet as of January 14, 2022 as Exhibit 99.1, but the supplied text does not provide its detailed line items.
Key Facts for Investors to Verify
- Confirm the registrant identity and whether this filing is relevant to Cycurion, Inc.
- Review the audited balance sheet in Exhibit 99.1 for cash outside the trust, liabilities, offering costs and equity classifications.
- Verify the trust-account restrictions, permitted withdrawals and applicable business-combination deadline.
- Review potential dilution from the 2,125,000 founder shares, 376,000 private placement units and redeemable warrants.
- Confirm the terms and exercise conditions of the public and private warrants.