Western Acquisition Ventures Corp. Announces Extension to Complete Business Combination
NEW YORK, NY / ACCESSWIRE / January 9, 2023 / Western Acquisition Ventures Corp. (NASDAQ:WAVS) (“Western,” “the Company”), a special purpose acquisition company, today announced that at a special meeting of its stockholders held January 6th, stockholders approved an extension to the time period that the Company has to consummate its business combination. The extension was approved for a one-month period up to six times, and the Company now has until July 11, 2023, to complete the transaction.
In connection with the extension, Western amended the Company’s charter and is now expected to deposit into the Trust Account of the Company $10,000 for each one-month extension up to an aggregate $60,000.
On November 22, 2022, Western entered into a definitive business combination agreement with Cycurion, a technology-enabled cybersecurity company. The transaction is expected to be completed in the first half of 2023. Upon the transaction’s closing, the combined company will be named Cycurion, Inc. and will be listed on NASDAQ.
About Western Acquisition Ventures Corp.
Western Acquisition Ventures Corp. is a blank check company sponsored by Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company is led by Board Member and CEO Stephen Christoffersen, and Board Member and CFO William Lischak. The company plans to target businesses with compelling long-term growth prospects, secular tailwinds, and highly fragmented markets ripe for consolidation. For more information, visit Western’s website.
Cycurion is a McLean, Virginia-based technology enabled cybersecurity company, providing proprietary innovative solutions to Federal, State and Local government agencies and commercial partners. The Company’s software-based technology provides multiple layers of defense to stop penetrations on the front end, as well as monitors and detections on the back end. Leveraging its team of deeply skilled technology veterans with high-level security clearances, Cycurion combines its unique platform with a suite of services for Government agencies, C-Suite executives and Boards of Directors to access and process information allowing them to monitor the security profile of their network. For more information, visit Cycurion’s website.
Forward Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Press Release regarding the proposed transactions contemplated by the business combination agreement, including the potential benefits of the transaction, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth; the expected management and governance of the combined enterprise; and the expected timing of the closing of the transaction. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Western’s and Cycurion’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the parties’ control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement; (2) the outcome of any legal proceedings that may be instituted against Western and Cycurion following the announcement of the business combination agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination for reasons that could include failure to obtain approval of the stockholders of Western and Cycurion, certain regulatory approvals, or satisfaction of other conditions to closing in the business combination agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the transactions contemplated by the business combination agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Cycurion’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of Western’s shares of Common Stock on Nasdaq following the closing of the transactions contemplated by the business combination agreement; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and its consummation; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Cycurion to grow and to manage its growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Western or Cycurion may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Cycurion; (13) risks related to the organic and inorganic growth of Cycurion’s business; (14) the amount of redemption requests made by Western’s stockholders; and (15) other risks and uncertainties indicated from time to time set forth in the final prospectus of Western for its initial public offering dated January 11, 2022 filed with the SEC under “Risk Factors” therein, and in Western’s other filings with the SEC. Western cautions that the foregoing list of factors is not exclusive. Western and Cycurion caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Western and Cycurion do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.
Important Information and Where to Find it
In connection with the proposed business combination, Western will file a registration statement on Form S-4 with the SEC. The Form S-4 will include a proxy statement/prospectus of Western. Additionally, Western will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Securities holders of Western are urged to read the Form S-4 and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Western and its directors and executive officers may be deemed participants in the solicitation of proxies from Western’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Western will be included in the Form S-4 for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Form S-4 for the proposed business combination when available. Information about Western’s directors and executive officers and their ownership of Western common stock is set forth in Western’s prospectus, dated January 11, 2022, as modified or supplemented by any Form 3s or Form 4s filed with the SEC since the date of the prospectus. Other information regarding the interests of the participants in the proxy solicitation will be included in the Form S-4 pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.
Cycurion and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Western in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Form S-4 for the proposed business combination.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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SOURCE: Western Acquisition Ventures
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