Blog: WESTERN ACQUISITION VENTURES CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

On November 22, 2022, Western Acquisition Ventures Corp. (“Registrant”) and
Cycurion, Inc. (“Cycurion”) issued a joint press release announcing the
execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and
incorporated into this Item 7.01 by reference is the copy of the joint press
release issued on November 22, 2022 by Registrant and Cycurion announcing the
execution of the Merger Agreement. Attached hereto as Exhibit 99.2 and
incorporated into this Item 7.01 by reference is the investor presentation that
will be used by Registrant in making presentations to certain existing
stockholders of Registrant and other persons with respect to the
transactions contemplated by the Merger Agreement (the “Business Combination”).

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being
furnished and shall not be deemed to be filed for purposes of Section 18 of the
Exchange Act, or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.

Important Information and Where To Find It

In connection with the proposed Business Combination described herein,
Registrant intends to file relevant materials with the SEC, including a proxy
statement on Schedule 14A, including a preliminary proxy statement and a
definitive proxy statement. Promptly after filing its definitive proxy statement
with the SEC, Registrant will mail the definitive proxy statement and a proxy
card to each stockholder entitled to vote at the Special Meeting relating to the
transaction. INVESTORS AND STOCKHOLDERS OF REGISTRANT ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT REGISTRANT WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT REGISTRANT, CYCURION AND THE BUSINESS COMBINATION. The
definitive proxy statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become available), and
any other documents filed by Registrant with the SEC, may be obtained free of
charge at the SEC’s website (www.sec.gov).

Participants in the Solicitation

Registrant and its directors and executive officers may be deemed participants
in the solicitation of proxies from Registrant’s stockholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in Registrant will be included in
the proxy statement for the proposed Business Combination and be available at
http://www.sec.gov. Additional information regarding the interests of such participants
will be contained in the proxy statement for the proposed Business Combination
when available. Information about Registrant’s directors and executive officers
and their ownership of Registrant common stock is set forth in Registrant’s
prospectus, dated January 11, 2022, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other information
regarding the interests of the participants in the proxy solicitation will be
included in the proxy statement 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 Registrant
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 proxy statement for
the proposed Business Combination.



Forward-Looking Statements


This Current Report on Form 8-K and the documents incorporated by reference
herein (this “Current Report”) contain certain “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
Current Report regarding the proposed transactions contemplated by the Merger
Agreement, including the benefits of the Merger, 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 company, and the expected timing of the Merger.
Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on Registrant’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 our 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 Merger Agreement;
(2) the outcome of any legal proceedings that may be instituted against
Registrant and Cycurion following the announcement of the Merger Agreement and
the transactions contemplated therein; (3) the inability to complete the
proposed Business Combination, including due to failure to obtain approval of
the stockholders of Registrant and Cycurion, certain regulatory approvals, or
satisfy other conditions to closing in the Merger Agreement; (4) the occurrence
of any event, change, or other circumstance that could give rise to the
termination of the Merger 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 Registrant’s shares of Common
Stock on Nasdaq following the proposed Business Combination; (7) the risk that
the proposed Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed Business
Combination; (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 manage 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 Registrant 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 Registrant’s stockholders; and
(15) other risks and uncertainties indicated from time to time in the final
prospectus of Registrant for its initial public offering dated January 11, 2022
filed with the SEC and the proxy statement on Schedule 14A relating to the
proposed Business Combination, including those under “Risk Factors” therein, and
in Registrant’s other filings with the SEC. Registrant cautions that the
foregoing list of factors is not exclusive. Registrant and Cycurion caution
readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Registrant 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.




No Offer or Solicitation



This Current Report on Form 8-K 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.

Item 9.01. Financial Statements and Exhibits




(d)  Exhibits.



Exhibit No.   Description

  99.1*         Press Release dated November 22, 2022
  99.2*         Investor Presentation dated November 22, 2022
104           Cover Page Interactive Data File - The cover page interactive data
              file does not appear in the Interactive Data File because its XBRL
              tags are embedded within the Inline XBRL document



* Furnished but not filed.

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s