Business Context and Reporting Period
This Form 8-K was filed by Western Acquisition Ventures Corp. on January 11, 2023, regarding events occurring on January 6, 2023. The filing concerns a stockholder vote and amendments extending the deadline to complete a business combination. The request identifies the company as Cycurion, Inc.; however, the filing itself identifies the registrant as Western Acquisition Ventures Corp.
Key Financial and Capital Metrics
- Trust account: Approximately $7.865 million remained as of January 11, 2023, after redemptions and the initial extension contribution.
- Extension payments: $10,000 was required for each one-month extension, or up to $60,000 for six months.
- Pro rata trust value: Approximately $10.21 per remaining public share.
- Shares outstanding: 4,021,221 shares, including 2,875,000 founder shares and 376,000 private placement shares not subject to redemption.
- Redemptions: Holders elected to redeem 10,729,779 shares.
- The filing does not provide revenue, profit, operating cash flow, margins, debt, or other operating financial metrics.
Material Changes Versus the Prior Comparable Period
- Stockholders approved amendments allowing up to six successive one-month extensions of the business-combination deadline, moving it from January 11, 2023 to July 11, 2023.
- The trust agreement was amended to permit the same six-month extension period through additional deposits of $10,000 per month.
- The substantial share redemptions reduced the public share count and trust-account balance.
Guidance, Outlook, Risks, and Unusual Items
- The company had additional time through July 11, 2023 to consummate a business combination, subject to the required extension payments.
- Failure to complete a business combination within the extended period could result in liquidation under the applicable charter and trust arrangements; the filing does not state a different outcome.
- The large redemption volume reduced the capital available for a potential business combination.
- Proposal 3, concerning adjournment to solicit additional proxies if needed, was not presented because it was unnecessary.
Important Facts to Verify
- Whether a business combination was completed by the extended July 11, 2023 deadline.
- The final amount remaining in the trust account after all extension payments, redemptions, and other adjustments.
- The identity and relationship, if any, between Western Acquisition Ventures Corp. and Cycurion, Inc.
- Any subsequent filings describing liquidation, a business combination, changes in capitalization, or use of trust-account funds.