WAVSU Western Acquisition Ventures Corporation

As previously disclosed on a Current Report on Form 8-K, Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 11,500,000 units (the “Units”) on January 14, 2022. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000.

Simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 376,000 Units (the “Private Placement Units”). The Private Placement Units were sold to Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,760,000.

In connection with the IPO, A.G.P./Alliance Global Partners (the “Underwriter”) exercised its over-allotment option in full and, as a result, our Sponsor will not be forfeiting any of its shares of the Company’s Common Stock, par value $0.0001 (the “Founder Shares”), and will continue holding 2,125,000 Founder Shares.

A total of $116,150,000, comprised of the proceeds from the IPO after offering expenses and a portion of the proceeds of sale of the Private Placement Units, was placed in a U.S.-based trust account (the “Trust Account”) maintained by American Stock Transfer & Trust Company, LLC acting as trustee.

As of January 14, 2022, the balance of the Trust Account was $116,150,000. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay (i) its taxes and (ii) up to $100,000 of dissolution expenses, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of an initial business combination, and then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described in the Registration Statement on Form S-1 (File No. 333-260384), as amended (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on October 20, 2021; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 12 months from the closing of the IPO (which is extendable at the Sponsor’s option to up to 18 months as described in the Registration Statement), or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the redemption of the Company’s public shares if the Company has not completed an initial business combination within 12 months from the closing of the IPO (which is extendable at our Sponsor’s option to up to 18 months as described in the Registration Statement), subject to applicable law.

An audited balance sheet of the Company as of January 14, 2022, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.