What changed in this filing

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Item 1. Financial Statements

2023-05-22 compared with 2022-11-10 · 217 added, 141 removed, 275 unchanged (57% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30, 2022

March 31, 2023

December 31, 2022

3 unchanged sentences

Prepaid expenses - non current

Deferred offering costs

Investments held in Trust Account

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses

Accrued offering costs

Note payable - related party

Derivative liability-Forward Purchase Agreement

Excise tax payable

Income tax payable

Franchise tax payable

Total current liabilities

Total liabilities

1 unchanged sentence

REDEEMABLE COMMON STOCK

Common stock subject to possible redemption, $ 0.0001 par value, 11,500,000 shares at redemption value of $ 10.13 per share.

STOCKHOLDERS' EQUITY

Common stock subject to possible redemption, $ 0.0001 par value, 770,221 shares and 11,500,000 shares at redemption value of approximately $ 10.43 and $ 10.20 per share as of March 31, 2023 and December 31, 2022, respectively

STOCKHOLDERS' DEFICIT

Preferred stock, $ 0.0001 par value;

4 unchanged sentences

50,000,000 shares authorized;

3,251,000 shares issued and outstanding(1)

3,251,000 shares issued and outstanding (excluding 770,221 shares and 11,500,000 shares, respectively, subject to possible redemption) as of March 31, 2023 and December 31, 2022

Additional paid-in capital

1 unchanged sentence

( 2,123,370 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

(1) Comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units

( 1,862,271 )

Total stockholders’ deficit

( 2,123,046 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

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

1 unchanged sentence

CONDENSED STATEMENTS OF OPERATIONS

For the period

April 28, 2021

For the three

September 30,

For the Three Months Ended March 31,

OPERATING EXPENSES

Professional fees and other expenses

( 1,452,930 )

Franchise tax

Income Tax Expense

LOSS FROM OPERATIONS

( 1,691,594 )

Unrealized gain on marketable securities held in Trust Account

TOTAL OTHER INCOME

NET INCOME (LOSS)

( 1,075,657 )

OTHER INCOME (EXPENSE)

Interest earned and Unrealized loss on marketable securities held in Trust Account

Change in fair value of forward purchase agreement

TOTAL OTHER LOSS BEFORES TAXES

Income Tax Expense

Weighted average shares outstanding of Common Stock subject to possible redemption

Basic and diluted net income (loss) per share, Common Stock subject to possible redemption

Basic and diluted net loss per share, Common Stock subject to possible redemption

Weighted average shares outstanding of Common Stock not subject to possible redemption (1)

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

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

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

(1) Excludes 375,000 shares for the three months ended March 31, 2022 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 STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023

stockholders’

Balance December 31, 2022

Sale of private placement units including over-allotment

Proceeds allocated to public warrants, net of offering costs

Accretion of Common Stock subject to possible redemption to redemption value

( 1,862,271 )

Forward purchase agreement

Excise tax liability arising from redemption of shares

( 1,094,366 )

Balance March 31, 2022

Balance June 30, 2022

( 1,094,366 )

Accretion of Common Stock subject to possible redemption to redemption value

Balance September 30, 2022

Balance March 31, 2023

( 2,123,370 )

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM APRIL 28, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

( 2,123,046 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

stockholders’

paid-in capital

Balance, April 28, 2021 (inception)

Issuance of common stock to Sponsor

Balance June 30, 2021

Balance September 30, 2021

Balance, December 31, 2021

Sale of private placement units including over-allotment

Proceeds allocated to public warrants, net of offering costs

Accretion for Common Stock subject to possible redemption to redemption value

( 5,712,733 )

Balance, March 31, 2022

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the period

April 28, 2021

September 30,

For the Three Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

( 1,075,657 )

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

Unrealized gain on marketable securities held in Trust Account

Unrealized (gain) loss on marketable securities held in Trust Account

Change in fair value of derivative liability – Forward Purchase Agreement

Changes in operating assets and liabilities:

3 unchanged sentences

Net cash used in operating activities

( 1,127,104 )

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

( 116,150,000 )

Net cash used in investing activities

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by (used in) investing activities

( 116,150,000 )

2 unchanged sentences

Proceeds from private placement

Proceeds from notes payable – related party

Redemption of Common Stock

( 109,436,586 )

Payment of Sponsor loan

Payment of offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

( 109,436,586 )

NET CHANGE IN CASH

2 unchanged sentences

Supplemental disclosure of noncash activities:

Deferred offering costs included in accrued offering costs

Issuance of Forward Purchase Agreement

Excise tax liability arising from redemption of shares

Accretion of common stock subject to redemption to redemption value

2 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

September 30, 2022

March 31, 2023

Note 1 – Description of Organization and Business Operations and Liquidity

1 unchanged sentence

(the “Company”) was incorporated in Delaware on April 28, 2021.

The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

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 September 30, 2022, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through September 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.

As of March 31, 2023, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through March 31, 2023, 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 Business Combination, at the earliest.

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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 September 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 amount due to A.G.P 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).

As of March 31, 2023, 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 was to 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 amount due to A.G.P 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).

If the Company is not successful in completing a Business Combination, A.G.P.

will not be entitled to any of this fee (see Note 6).

In connection with the Business Combination contemplated with Cycurion, A.G.P., and the Company amended the fee arrangement whereby rather than the cash fee described above, the Company will distribute 250,000 shares of common stock.

Following the closing of the IPO and Overallotment Units, $ 116,150,000 ( $ 10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”).

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There is no assurance the Company will be able to successfully effect such a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

(i) in connection with a stockholder meeting called to approve the Business Combination;

or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company.

3 unchanged sentences

Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options.” The Public Shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

If it is probable that the equity instrument will become redeemable, the Company has the option to either:

(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument;

or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes immediately.

9 unchanged sentences

The Company’s Sponsor, officers, and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by January 13, 2023, 12 months from the closing of the IPO, or up to 18 months if extended, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay (a) its income and franchise taxes and (b) up to $ 100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The only way to extend our initial 12 -month time available in the Combination Window for us to consummate our Business Combination in the absence of a definitive agreement is for our sponsor or its affiliates or designees, upon 5 days’ advance notice prior to the applicable deadline, to deposit into the Trust Account $ 1,150,000 ($ 0.10 per public share) for each 3 -month extension, or prior to the date of the applicable deadline.

Each extension requires approval by resolution of our Board, and our public stockholders will not be entitled to vote or redeem their shares in connection with such extension.

There may be at most two three -month extensions for a maximum total extended Combination Window of 18 months.

On January 6, 2023, the Company voted upon and approved a Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment (collectively known as the “Amendment Agreements”).

The Amendment Agreements permit an extension of the date by which the Company has to consummate a business combination up to six times, each such extension for an additional one month period, from January 11, 2023 to July 11, 2023, upon payments to the Trust Account of $ 10,000 for each one-month extension.

If the Company is unable to complete a Business Combination by the applicable deadline or by July 11, 2023, (the “Combination Period”), the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay:

(a) its income and franchise taxes and (b) up to $ 100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve, and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On January 6, 2023, at a special meeting of stockholders, the Company's stockholders elected to redeem an aggregate of 10,729,779 shares, each share valued at approximately $ 10.20 per share and totaling $ 109,436,586 .

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

8 unchanged sentences

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world.

As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements.

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

As of the date the unaudited condensed financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic.

The unaudited condensed 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.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

At this time, it has been determined that none of the IR Act tax provisions have an impact on the Company’s fiscal 2022 tax provision.

The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company's tax provision in future periods.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed 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 unaudited condensed financial statements.

Business Combination Agreement

On November 21, 2022, the Company, WAV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), which will be formed at, or prior to, closing, Cycurion, Inc., a corporation organized under the laws of Ontario (“Cycurion”), and Emmit McHenry as Cycurion stockholders’ representation (the “Stockholders’ Representative”), entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which, among other things, Cycurion will be merged with the Merger Sub (the “Merger,” and together with the other transactions related thereto, the “Proposed Transactions”), with Cycurion surviving the Merger as a wholly-owned subsidiary of Registrant (the “Surviving Corporation”).

There is no guarantee that a merger will take place.

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, Western Acquisition Ventures Sponsor LLC (the “Sponsor”), a Delaware limited liability company, delivered the Support Agreement, pursuant to which, among other things, Sponsor agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement.

Stockholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain officers and directors of the Company delivered Support Agreements, pursuant to which, among other things, the Company’s stockholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement.

In addition, the Company agreed to use its best efforts to obtain additional Stockholder Support Agreements from certain of its stockholders.

Registration Rights Agreement

In connection with the Closing, Cycurion, the Company, and certain of their respective stockholders will enter into a registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Combined Company will be required to file a registration statement covering the resale of registrable securities held by the stockholders.

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Cycurion, as applicable, and Company, and in certain other limited circumstances, including if the Merger has not been consummated by May 31, 2023.

Either the Company or Cycurion may also terminate the Merger Agreement if certain Proposals fail to receive the requisite vote for approval, and other conditions, as defined in the Merger Agreement.

If the Merger Agreement is terminated, the Merger Agreement, and all above agreements, will become void, and there will be no liability under the Merger Agreement on the part of any party thereto, except as set forth in the Merger Agreement.

Liquidity and Capital Resources

As of September 30, 2022, the Company had $ 475,809 in its operating bank accounts, and a working capital surplus of $ 56,014 .

As of March 31, 2023, the Company had $ 386,306 in its operating bank accounts, and a working capital deficit of $ 1,763,838 .

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.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and

Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors, and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

3 unchanged sentences

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern .

The Company has until January 13, 2023, 12 months from the closing of the IPO, to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by the specified period.

If a Business Combination is not consummated by January 13, 2023, there will be a mandatory liquidation and subsequent dissolution.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 — Summary of Significant Accounting Policies

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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 and nine months ended September 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 interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 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, 2023.

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.

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.

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 unaudited condensed 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.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Actual results could differ from those estimates.

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

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 $ 475,809 in cash and did not have any cash equivalents as of September 30, 2022.

The Company had $ 386,306 and $ 809,481 in cash and did not have any cash equivalents as of March 31, 2023 and December 31, 2022, respectively.

Investments Held in Trust Account

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

At March 31, 2023 and December 31, 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.

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The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value.

1 unchanged sentence

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

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

As of March 31, 2023 and December 31, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds

3 unchanged sentences

Accretion of carrying value to redemption value

Common stock subject to possible redemption as of September 30, 2022

Common stock subject to possible redemption as of December 31, 2022

( 109,436,586 )

Accretion of carrying value to redemption value

Common stock subject to possible redemption as of March 31, 2023

Deferred Offering Costs Associated with the Initial Public Offering

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

As of September 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.

As of March 31, 2023 and December 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.

Concentration of Credit Risk

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 September 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.

As of March 31, 2023 and December 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.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The fair value of the Company’s assets, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value of Derivative Liabilities – Forward Purchase Agreement

The Company accounts for its Forward Purchase Agreement (“FPA”) (see Note 6) in accordance with the guidance contained in ASC 815-40, "Derivatives and Hedging”, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classified the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.

The FPA is valued using a Probability Weighted Expected Return Method (“PWERM”) and certain components of the FPA are valued under the Monte Carlo model (see note 8).

The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes.

1 unchanged sentence

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.

The Company’s effective tax rate was - 27.19 % and 0.00 % for the three months ended September 30, 2022 and 2021, respectively, and - 8.97 % and 0.00 % for the nine months ended September 30, 2022 and 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets.

The Company’s effective tax rate was ( 27.86 )% and 0.00 % for the three months ended March 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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 September 30, 2022.

There were no unrecognized tax benefits as of March 31, 2023 and 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 three months ended September 30, 2021 and for the period from April 28, 2021 (inception) to September 30, 2022.

No amounts were accrued for the payment of interest and penalties for the three months ended March 31, 2023.

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

The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income/Loss per Common Stock Share

Net Loss per Common Stock Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

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

The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended September 30, 2022 because they are contingently exercisable, and the contingencies have not yet been met.

The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the three months periods ended March 31, 2023 and 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 income or loss per share for the periods presented.

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

For the nine months ended September 30, 2022

Basic and diluted net loss per share:

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

For the three months ended September 30, 2022

Basic and diluted net income per share:

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per ordinary share

For the period April 28, 2021 (inception) through September 30, 2021

For the three months ended March 31, 2023

Basic and diluted net loss per share:

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Basic and diluted net loss per ordinary share

For the three months ended September 30, 2021

For the three months ended March 31, 2022

Basic and diluted net loss per share:

8 unchanged sentences

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13 - Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2016-13 on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on its financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

22 unchanged sentences

On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

This Note was amended to become payable on the earlier of the IPO or September 30, 2022.

This Note was amended to become payable on the earlier of the IPO or December 31, 2022.

The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022).

8 unchanged sentences

These units would be identical to the Private Placement Units.

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

As of March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholders’ approval for a Business Combination, and assist the Company with its press releases and public filings in connection with a Business Combination.

The Company will pay A.G.P.

The Company was to pay A.G.P.

a fee for such marketing services upon the consummation of a Business Combination in an amount equal to 4.5 % of the gross proceeds of the IPO, or $ 5,175,000 in the aggregate (exclusive of any applicable finders’ fees that might become payable).

Note 7 — Stockholders’ Equity

In connection with the Business Combination contemplated with Cycurion, A.G.P.

and the Company amended the fee arrangement whereby rather than the cash fee described above, the Company will distribute 250,000 shares of common stock.

Forward Purchase Agreement

On January 10, 2023, the Company, Cycurion, and Alpha Capital Anstalt (“Alpha”), entered into a Forward Share Purchase Agreement (the “FPA”).

Prior to effecting the FPA, Alpha had purchased shares from an unaffiliated party which had elected to redeem 300,000 shares of Common Stock, par value $ 0.0001 per share (such purchased Shares, the “Recycled Shares”.) Under the terms of the FPA, once the proposed Business Combination is effective, and twelve months (or six to nine months if submitted in writing to the Company) have elapsed, Alpha may elect to sell and transfer to the Company up to that number of shares that are then held by Alpha, and the Company shall purchase from Alpha, up to that number of shares that are then held by Alpha, but not to exceed 300,000 shares in the aggregate unless otherwise agreed to in writing by all parties, at a price per share equal to the Redemption Price (as defined in the charter.)

The FPA provides that subject to conditions under the FPA on the date that is 12 months after the closing of the Business Combination (the “BC Closing”);

provided that, Alpha, at Alpha’s sole discretion, may accelerate such date to any of six (6) months after the BC Closing and nine ( 9 ) months after the BC Closing by providing notice to WAVS of its election to so accelerate at least two (2) calendar days prior to such date (any such date, the “Put Date”), Alpha may elect to sell and transfer to WAVS up to that number of Shares that are then held by Alpha, but not to exceed 300,000 Shares in the aggregate at a price per Recycled Share equal to the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”).

The Put Date may be accelerated by Alpha if (i) the Shares are delisted from the New York Stock Exchange of NASDAQ, (ii) the Agreement is terminated for any reason after the date redemption requests are due in connection with the stockholder vote to approve the Business Combination, or (iii) during any 30 consecutive trading day period following the closing of the Business Combination, the VWAP Price (as defined below) for 20 trading days during such period shall be less than $ 3.00 per Share.

For purposes of this Agreement, the “VWAP Price” per Share shall be determined for any trading day or any specified trading period using the Rule 10b-18 volume weighted average price per share of Common Stock as reported via a Bloomberg Terminal.

The FPA also provides that WAV shall reimburse Alpha for all reasonable and necessary brokerage commissions incurred in connection with the Alpha’s acquisition of Shares, in an amount not to exceed $ 0.05 per Share and $ 0.02 per disposition of each Share.

Simultaneously with the BC Closing, WAVS shall transfer into an escrow account for the benefit of Alpha (the “Escrow Account”) with American Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a customary written escrow agreement (the “Escrow Agreement”) to be entered into on or prior to the BC Closing, an amount equal to the Shares Purchase Price multiplied by the number of Shares held by Alpha as of the closing of the Business Combination (the “Escrowed Funds”).

The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price on the Put Date, and the additional payments to be made to Alpha described below, if applicable.

Within three business days of receipt by the Escrow Agent and WAVS of written notice that Alpha has sold Recycled Shares the Escrow Agent will release to WAVS an aggregate cash amount equal to (x) the number of Shares sold multiplied by the Reset Price (as defined below) at the time of such sale, and shall release to Alpha an amount in cash equal to the product of (I) the number of Shares sold in the open market multiplied by (II) the difference of (A) the Shares Purchase Price minus (B) the Reset Price.

The Reset Price shall initially equal $ 8.00 .

The Reset Price shall be adjusted first on the one month anniversary of the BC Closing, and then every three month anniversary of the most recent reset date (each such date, a “Reset Date”) to be the lowest of (a) the then-current Reset Price, (b) $ 8.00 and (c) an amount equal to the product of (i) 1.05 multiplied by (ii) the VWAP Price of the last five (5) trading days immediately preceding the applicable Reset Date, but not lower than $ 2.00 ;

provided, however, that if WAVS offers and sells or issues any shares or debt or securities that are convertible into or exchangeable or exercisable for shares (including, but not limited to, any equity line of credit or similar facility determined based on the per share price of any draw by WAVS on such facility (with notice of any such draw to be provided to Investor within one (1) business day of such draw), and excluding securities issued or issuable as merger consideration in connection with the Business Combination Agreement, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities), at a price lower than, or upon any conversion or exchange or exercise price of currently outstanding or future issuances of any securities convertible or exchangeable or exercisable for shares (other than any incentive equity outstanding immediately following the closing of the Business Combination, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities) being equal to a price lower than, the then-current Reset Price (the “Offering Price”), then immediately after such event, the Reset Price shall be further reduced to equal the Offering Price.

The Company accounts for its Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classifies the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period.

These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.

The FPA is valued using PWERM and Recycled Shares of the FPA are valued under the Monte Carlo model.

The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $ 430,021 .

The fair value of the Forward Purchase Agreement as of March 31, 2023 was $ 386,920 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 43,101 recorded in the statement of operations for the three months ended March 31, 2023.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

On January 6, 2023, the Company’s stockholders redeemed 10,729,779 shares of Common Stock for a total of $ 1,094,366 of excise tax liability calculated as 1 % of the shares redeemed on January 6, 2023.

NOTE 7 — STOCKHOLDERS’ DEFICIT

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 September 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 IPO.

As of March 31, 2023 and December 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 770,221 shares and 11,500,000 shares of common stock subject to possible redemption, respectively, at March 31, 2023 and December 31, 2022.)

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

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

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

As of March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding .

Public Warrants — As of March 31, 2023 and December 31, 2022, there were 11,500,000 Public Warrants outstanding.

The Company accounts for the Public Warrants as equity instruments.

17 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 a 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 a Business Combination on the date of the consummation of a 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 September 30, 2022, there were 376,000 Private Placement Warrants outstanding.

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

Private Placement Warrants — As of March 31, 2023 and December 31, 2022, there were 376,000 Private Placement Warrants outstanding.

The Company accounts for the Private Placement Warrants as equity instruments.

2 unchanged sentences

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 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Money Market held in Trust Account

Derivative Liability - Forward Purchase Agreement

Money Market held in Trust Account

The FPA is valued using PWERM and Reset Pricing and counterparty sales of Recycled Shares was modeled using a Monte Carlo simulation based on the stock price, settlement timing and market implied volatility.

The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes.

The estimated fair value of the FPA liability is determined using Level 3 inputs.

Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the FPA.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the FPA.

The expected life of the FPA is assumed to be equivalent to its remaining contractual term.

The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $ 430,021 .

The key inputs of the models used to value the Company’s FPA were as follows:

Initial Measurement Date of

January 10, 2023

March 31, 2023

Risk-free interest rate

Remaining life (Yrs.)

Expected volatility

The following table provides a summary of the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value on a recurring basis for the three months ended March 31, 2023:

Forward Purchase

Fair value as of January 1, 2023

Initial measurement on January 10, 2023 – Issuance

Change in Fair Value

Fair value as of March 31, 2023

NOTE 9 — 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 these financial statements.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 3, 2023, the Company received a notice in the form of a letter (the “Notice”) from the listing qualifications department staff of The Nasdaq Stock Market notifying the Company that for the last 30 consecutive business days, the Company’s Minimum Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq listing rule 5450(b)(2)(A).

The Notice has no immediate effect on the listing of the Company’s common stock, warrants and units, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbols “WAVS,” “WAVSW” and “WAVSU,” respectively.

In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 2, 2023, to regain compliance.

The Notice states that to regain compliance, the Company’s MVLS must close at $50 million or more for a minimum of ten consecutive business days during the compliance period ending October 2, 2023.

The Company could alternatively apply for listing on the Nasdaq Capital Market.

If the Company does not regain compliance by October 2, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting.

At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.

The Company intends to actively monitor the Company’s MVLS between now and October 2, 2023, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS rule.

While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

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