Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-260384) related to the IPO, originally filed
with the
? An Underwriting Agreement, datedJanuary 11, 2022 , by and among the Company, A.G.P./Alliance Global Partners ("A.G.P."),The Benchmark Company, LLC , a qualified independent underwriter, and other underwriters named on Schedule A thereto, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Business Combination Agreement, datedJanuary 11, 2022 , by and between the Company and A.G.P., as representative of the several underwriters, a copy of which is attached as Exhibit 1.2 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 11, 2022 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 11, 2022 , by and among the Company, its officers, its directors, the Company's sponsor,Western Acquisition Ventures Sponsor LLC (the "Sponsor"), and A.G.P., a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 11, 2022 , by and between the Company and AST, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 11, 2022 , by and among the Company, the Sponsor, and A.G.P., a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? A Subscription Agreement for Private Placement Units, datedJanuary 11, 2022 (the "Subscription Agreement for Private Placement Units"), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? A Stock Escrow Agreement, datedJanuary 11, 2022 , by and between the Company,American Stock Transfer & Trust Company, LLC , and certain security holders, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. ? Indemnity Agreements, datedJanuary 11, 2022 , by and between the Company and each of the directors and officers of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Subscription
Agreement for Private Placement Units, the Company completed the private sale of
an aggregate of 376,000 units (the "Private Placement Units") to the Sponsor at
a purchase price of
Item 5.02. Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.
The board of directors of the Company is comprised of
On
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of Indemnity Agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.6, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
Item 8.01. Other Events.
A total of
On
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 11, 2022 by and among the Company, A.G.P./Alliance Global Partners , as representative of the several underwriters, andThe Benchmark Company, LLC , a qualified independent underwriter. 1.2 Business Combination Agreement, datedJanuary 11, 2022 , by and between the Company and A.G.P./Alliance Global Partners , as representative of the several underwriters. 3.1 Amended and Restated Certificate of Incorporation. 4.1 Warrant Agreement, datedJanuary 11, 2022 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC , as warrant agent. 10.1 Letter Agreement, datedJanuary 11, 2022 , by and among the Company, its officers, its directors, the Sponsor, and A.G.P./Alliance Global Partners. 10.2 Investment Management Trust Agreement, datedJanuary 11, 2022 , by and between the Company andAmerican Stock Transfer & Trust Company, LLC , as trustee. 10.3 Registration Rights Agreement, datedJanuary 11, 2022 , by and among the Company, the Sponsor, A.G.P./Alliance Global Partners and certain other security holders of the Company. 10.4 Subscription Agreement for Private Placement Units, datedJanuary 11, 2022 , by and between the Company and the Sponsor. 10.5 Stock Escrow Agreement, datedJanuary 11, 2022 , by and between the Company,American Stock Transfer & Trust Company, LLC and the initial stockholders. 10.6 Form of Indemnity Agreement, datedJanuary 11, 2022 , by and among the Company and each of the directors and officers of the Company. 99.1 Press Release, datedJanuary 11, 2022 . 99.2 Press Release, datedJanuary 14, 2022 .
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