What changed in this filing

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Item 1. Financial Statements

2022-08-11 compared with 2022-05-16 · 83 added, 42 removed, 310 unchanged (29% of the section changed)

1 unchanged sentence

WESTERN ACQUISITION VENTURES CORP.

CONDENSED BALANCE SHEETS

March 31, 2022

June 30, 2022

December 31, 2021

26 unchanged sentences

Accumulated deficit

( 1,324,180 )

Total stockholders’ equity

3 unchanged sentences

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

For the period

For the three months

ended March 31, 2022

For the six months

April 28, 2021 (inception)

ended June 30, 2022

through June 30, 2021

OPERATING EXPENSES

2 unchanged sentences

LOSS FROM OPERATIONS

OTHER EXPENSES

Loss on marketable securities held in Trust Account

TOTAL OTHER EXPENSES

Unrealized gain on marketable securities held in Trust Account

TOTAL OTHER INCOME

( 1,312,809 )

Weighted average shares outstanding of Common Stock subject to possible redemption

2 unchanged sentences

Basic and diluted net loss per share, Common Stock not subject to possible redemption

Excludes 375,000 shares for the period April 28, 2021 (inception) through June 30, 2021 that were subject to forfeiture if the overallotment option was not exercised in full or in part by the underwriters (Note 5)

The accompanying notes are an integral part of these unaudited condensed financial statements.

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2022

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)

Additional paid-in

7 unchanged sentences

Balance March 31, 2022

Balance June 30, 2022

( 1,324,180 )

FOR THE PERIOD FROM APRIL 28, 2021 (INCEPTION) THROUGH JUNE 30, 2021 (UNAUDITED)

stockholders’

paid-in capital

Balance, April 28, 2021 (inception)

Issuance of common stock to Sponsor

Balance June 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)

For the three months

ended March 31, 2022

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the period

April 28, 2021

For the six months

(inception) through

ended June 30, 2022

June 30, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

( 1,312,809 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Changes in operating assets and liabilities:

17 unchanged sentences

CASH, END OF PERIOD

Supplemental disclosure of cash flow information:

Supplemental disclosure of noncash activities:

Deferred offering costs included in accrued offering costs

Change in value of Class A common stock subject to possible redemption

2 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

March 31, 2022

June 30, 2022

Note 1 – Description of Organization and Business Operations and Liquidity

4 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of March 31, 2022, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through March 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination.

As of June 30, 2022, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through June 30, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

6 unchanged sentences

Simultaneously with the exercise of the overallotment option, the Company consummated the private placement of an additional 15,000 Private Placement Units to the Sponsor, generating gross proceeds of $ 150,000 .

As of March 31, 2022 offering costs for the IPO amounted to $ 1,029,116 , consisting of $ 500,000 of underwriting fees and $ 529,116 of other costs.

As of June 30, 2022 offering costs for the IPO amounted to $ 1,029,116 , consisting of $ 500,000 of underwriting fees and $ 529,116 of other costs.

The Company will pay Alliance Global Partners (“A.G.P.”) a business combination marketing agreement fee in an amount equal to 4.5 % of the gross proceeds of the IPO (an aggregate of $ 5,175,000 ) if the Company is successful in completing a Business Combination from the amounts being held in the Trust Account (as defined below).

7 unchanged sentences

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an

aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

35 unchanged sentences

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Liquidity and Capital Resources

As of March 31, 2022, the Company had $ 800,727 in its operating bank accounts, and a working capital surplus of $ 853,883 .

As of June 30, 2022, the Company had $ 618,559 in its operating bank accounts, and a working capital surplus of $ 38,990 .

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination.

15 unchanged sentences

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on March 31, 2022.

2 unchanged sentences

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

5 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 800,727 in cash and did not have any cash equivalents as of March 31, 2022.

The Company had $ 618,559 in cash and did not have any cash equivalents as of June 30, 2022.

Investments Held in Trust Account

At March 31, 2022 , substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities.

At June 30, 2022, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities.

The Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

9 unchanged sentences

The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital.

As of March 31, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:

As of June 30, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds

6 unchanged sentences

Deferred offering costs consist of direct costs incurred through the balance sheet date that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.

As of March 31, 2022, the Company has zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022.

As of June 30, 2022, the Company has zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022.

As of December 31, 2021, the Company had a balance of $ 323,116 of deferred offering costs.

1 unchanged sentence

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 .

As of March 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

As of June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

5 unchanged sentences

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of March 31, 2022.

There were no unrecognized tax benefits as of June 30, 2022.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties for the period from April 28, 2021 (inception) to March 31, 2022.

No amounts were accrued for the payment of interest and penalties for the period from April 28, 2021 (inception) to June 30, 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

4 unchanged sentences

Since the over-allotment was exercised, no forfeiture happened.

The 11,876,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended March 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met.

The 11,876,000 potential shares of Class A common stock for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the period ended June 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

For the three months ended March 31, 2022

For the six months endedJune 30, 2022

Common stock subject to

4 unchanged sentences

Allocation of net loss

( 1,007,023 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

For the three months endedJune 30, 2022

Common stock subject to

Common stock not subject to

Basic and diluted net loss per share:

possible redemption

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

For the period apr 28, 2021 (inception) throughJune 30, 2021

Common stock subject to

Common stock not subject to

Basic and diluted net loss per share:

possible redemption

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per ordinary share

Accounting for Warrants

41 unchanged sentences

These units would be identical to the Private Placement Units.

As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

As of June 30, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

Note 6 — Commitments and Contingencies

7 unchanged sentences

On January 14, 2022, the underwriters fully exercised their over-allotment option and purchased 1,500,000 Units at $ 10.00 per Unit.

The underwriters were paid a cash underwriting discount of $ 500,000 at the closing of the IPO.

The underwriters were paid an underwriting fee of $ 500,000 at the closing of the IPO.

As an additional underwriting fee, on June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P.

10 unchanged sentences

Common Stock —The Company is authorized to issue 50,000,000 shares of common stock with a par value of $ 0.0001 per share.

As of March 31, 2022, there were 3,251,000 shares of common stock outstanding (comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units and excluding 11,500,000 shares of common stock subject to possible redemption) .As of December 31, 2021 there were 2,875,000 shares of common stock outstanding, up to 375,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised in connection with the Initial Public Offering.

As of June 30, 2022, there were 3,251,000 shares of common stock outstanding (comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units and excluding 11,500,000 shares of common stock subject to possible redemption).

As of December 31, 2021 there were 2,875,000 shares of common stock outstanding, up to 375,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised in connection with the Initial Public Offering.

Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of March 31, 2022, there were 11,500,000 Public Warrants outstanding.

As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of June 30, 2022, there were 11,500,000 Public Warrants outstanding.

As of December 31, 2021, there were no Public Warrants outstanding.

18 unchanged sentences

In addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Private Placement Warrants — As of March 31, 2022, there were 376,000 Private Placement Warrants outstanding.

Private Placement Warrants — As of June 30, 2022, there were 376,000 Private Placement Warrants outstanding.

As of December 31, 2021, there were no Private Placement Warrants outstanding.

1 unchanged sentence

The Private Placement Warrants sold in the private placement are identical to the Public Warrants underlying the Units sold in the IPO, except that such warrants, and the shares of common stock issuable upon the exercise of such warrants, will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Note 8 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to or disclosures in the financial statements as of March 31, 2022, other than as described below:

On May 2, 2022, the Company issued a press release, announcing that separate trading of shares of the Common Stock and Warrants comprising the Units has commenced.

Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “WAVSU.” The Common Stock and Warrants will separately trade on Nasdaq under the symbols “WAVS” and “WAVSW,” respectively.

Note 8 — Subsequent Events

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements