Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $253,633, which included $256,970 in professional fees and $48,576 in interest income from marketable securities [124]. - For the nine months ended September 30, 2023, the company had a net loss of $757,781, consisting of $876,968 in expenses and $331,690 in interest income from marketable securities [126]. - As of September 30, 2023, the company had $302,582 in cash outside of the Trust Account and a working capital deficit of $2,870,709 [128]. - The company incurred net cash used in operating activities of $646,799 for the nine months ended September 30, 2023, primarily due to a net loss and changes in operating assets and liabilities [129]. - As of September 30, 2023, the Company reported a net loss per share, with no dilutive securities affecting the basic loss per share calculation [144]. Business Combination - The company has identified an acquisition target and executed a merger agreement with Cycurion, with the intention to close the business combination by December 31, 2023 [117]. - The merger agreement was amended in October 2023 to reflect additional securities issued by Cycurion and to extend the termination date [117]. - The company may need to obtain additional financing to complete the business combination or to redeem a significant number of public shares [132]. - The company has engaged A.G.P. as an advisor for the business combination, with a fee arrangement amended to include the distribution of 250,000 shares of common stock instead of cash [139]. - The company entered into a promissory note with Cycurion for $200,000, with an interest rate of 5% per annum, payable upon the consummation of the business combination or by January 11, 2024 [140]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination [123]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) with Alpha, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [141]. - The FPA allows Alpha to accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days [141]. - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period until exercised [146]. Equity and Market Risk - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events outside the Company's control [147]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [149]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [151].
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q3 - Quarterly Report