Western Acquisition Ventures Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
After the approval by its stockholders of the Sixth Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Western Acquisition Ventures Corp. (“Western”) on October 9, 2024, Western filed on the Charter Amendment with the Delaware Secretary of State on October 9, 2024. The Charter Amendment extends the date by which the Company has to consummate a business combination from October 11, 2024 to January 11, 2025.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On October 9, 2024, Western held a virtual special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in the Proxy Statement for the Special Meeting. There were a total of 3,497,472 shares of the Company’s common stock eligible to vote at the Special Meeting. A total of 3,365,698 shares of the Company’s common stock were represented at the Special Meeting either in person or by proxy. At the Special Meeting, the Company’s stockholders voted on the following matters and cast their votes as described below.
Proposal 1 - A proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from October 11, 2024 through and including January 11, 2025 (such date actually extended being referred to as the “Extended Termination Date”).
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,364,473 | 1,225 | 0 | 0 |
Proposal 2 - A proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the Extended Termination Date by depositing into the Trust Account $100.
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,364,473 | 1,225 | 0 | 0 |
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 proposals.
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||
| 3,364,473 | 1,225 | 0 | 0 |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Sixth Amendment to Second Amended and Restated Certificate of Incorporation, dated October 9, 2024 | |
| 10.1 | Form of Amendment to the Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTERN ACQUISITION VENTURES CORP. | ||
| Date: October 10, 2024 | By: | /s/ James P McCormick |
| James P. McCormick, President and CEO | ||