What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-21 · 93 added, 79 removed, 433 unchanged (28% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2023

September 30, 2023

December 31, 2022

14 unchanged sentences

REDEEMABLE COMMON STOCK

Common stock subject to possible redemption, $ 0.0001 par value, 770,221 shares and 11,500,000 shares at redemption value of approximately $ 10.55 and $ 10.20 per share as of June 30, 2023 and December 31, 2022, respectively

Common stock subject to possible redemption, $ 0.0001 par value, 305,410 shares and 11,500,000 shares at redemption value of approximately $ 10.73 and $ 10.20 per share as of September 30, 2023 and December 31, 2022, respectively

STOCKHOLDERS' DEFICIT

5 unchanged sentences

50,000,000 shares authorized;

3,251,000 shares issued and outstanding (excluding 770,221 shares and 11,500,000 shares , respectively, subject to possible redemption) as of June 30, 2023 and December 31, 2022

3,251,000 shares issued and outstanding (excluding 305,410 shares and 11,500,000 shares, respectively, subject to possible redemption) as of September 30, 2023 and December 31, 2022

Additional paid-in capital

8 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

OPERATING EXPENSES

7 unchanged sentences

Change in fair value of forward purchase agreement

TOTAL OTHER (LOSS) INCOME BEFORE TAXES

( 1,312,809 )

TOTAL (LOSS) INCOME BEFORE INCOME TAXES

Income Tax Expense

NET (LOSS) INCOME

( 1,075,657 )

Weighted average shares outstanding of Common Stock subject to possible redemption

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

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

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

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

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

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

stockholders’

13 unchanged sentences

( 2,551,116 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Excise tax liability arising from redemption of Class A shares

Accretion of Common Stock subject to possible redemption to redemption value

Balance September 30, 2023

( 2,893,466 )

( 2,893,142 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

stockholders’

3 unchanged sentences

Proceeds allocated to public warrants, net of offering costs

Accretion for Common Stock subject to possible redemption to redemption value

Accretion of Common Stock subject to possible redemption to redemption value

( 5,712,733 )

3 unchanged sentences

( 1,324,180 )

Accretion of Common Stock subject to possible redemption to redemption value

Balance September 30, 2022

( 1,464,399 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

7 unchanged sentences

Franchise tax payable

Interest on loan payable

Net cash used in operating activities

( 1,127,104 )

CASH FLOWS FROM INVESTING ACTIVITIES

7 unchanged sentences

Proceeds from private placement

Proceeds from loan payable

Redemption of Common Stock

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2023

September 30, 2023

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 June 30, 2023, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through June 30, 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.

As of September 30, 2023, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through September 30, 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.

8 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 June 30, 2023, 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 September 30, 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).

15 unchanged sentences

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.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (to be approximately $ 10.73 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

17 unchanged sentences

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.

On July 9, 2023, the Company voted upon and approved a Second Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment.

On July 9, 2023, the Company voted upon and approved a Second Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment (collectively known as the “Second Amendment Agreements”).

The Second Amendment Agreements permit an extension of the date by which the Company has to consummate a business combination to January 11, 2024 upon the payment of a nominal fee of $ 100 .

If the Company is unable to complete a Business Combination by January 11, 2024, (the “Combination Period”), the Company will:

Notwithstanding the July 9, 2023 approval, if the Company is unable to complete a Business Combination by December 31, 2023, the Company intends to:

(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:

1 unchanged sentence

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 .

On July 9, 2023, the Company’s stockholders elected to redeem an aggregate of 464,811 shares requiring payment out of the Trust Account of approximately $ 4,893,008 ( $ 10.53 per share).

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, which it expects to do.

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.

Separately, NASDAQ has asked the Company us to produce evidence relative to its qualification for continued listing based on the number of record and beneficial holders of the Company.

In order to maintain such listing it needs to have a minimum of 300 beneficial owners of its shares, The Company is in the process of obtaining the information to demonstrate compliance.

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.

The Company had until October 2, 2023, to regain compliance by reaching $ 50 million for at least ten consecutive days.

As a consequence, on September 1, 2023 we applied for our listing with Nasdaq to be moved to the Nasdaq Capital Market, which requires MVLS of $35 million.

On October 6, 2023, the Company was approved by Nasdaq to list its securities on the Nasdaq Capital Market and on October 11, 2023 Nasdaq confirmed that the Company is in compliance with listing requirements and has closed the matter.

The Company plans to actively monitor its compliance with the MVLS and other rules of the exchange.

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 maintain compliance with Nasdaq listing standards.

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.

7 unchanged sentences

Risks and Uncertainties

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 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.

We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas.

We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Business Combination Agreement

8 unchanged sentences

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 January 11, 2024.

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 stockholder’s party thereto.

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.

1 unchanged sentence

Liquidity and Capital Resources

As of June 30, 2023, the Company had $ 258,551 in its operating bank accounts, and a working capital deficit of $ 2,191,908 .

As of September 30, 2023, the Company had $ 302,582 in its operating bank accounts, and a working capital deficit of $ 2,870,709 .

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.

11 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 and six months ended June 30, 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 interim results for the three and nine months ended September 30, 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.

9 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 $ 258,551 and $ 809,481 in cash and did no t have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

The Company had $ 302,582 and $ 809,481 in cash and did not have any cash equivalents as of September 30, 2023 and December 31, 2022, respectively.

Investments Held in Trust Account

At June 30, 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.

At September 30, 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.

13 unchanged sentences

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

As of June 30, 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:

As of September 30, 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

9 unchanged sentences

Common stock subject to possible redemption as of June 30, 2023

( 4,893,008 )

Accretion of carrying value to redemption value

Common stock subject to possible redemption as of September 30, 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 June 30, 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.

As of September 30, 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 June 30, 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.

As of September 30, 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

2 unchanged sentences

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

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.

3 unchanged sentences

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

The Company’s effective tax rate was - 5.53 % and 0.00 % for the three months ended June 30, 2023 and 2022, respectively, and - 12.20 % and 0.00 % for the six months ended June 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and six months ended June 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets.

The Company’s effective tax rate was - 4.11 % and - 27.19 % for the three months ended September 30, 2023 and 2022, respectively, and - 9.36 % and - 8.97 % for the nine months ended September 30, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the three and nine months ended September 30, 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 June 30, 2023 and 2022.

There were no unrecognized tax benefits as of September 30, 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 and six months ended June 30, 2023.

No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 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 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.

Net (Loss) Income 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) income by the weighted average number of shares of common stock outstanding during the period.

The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters.

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 three and six months periods ended June 30, 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):

Three Months Ended June 30,

Six Months Ended June 30,

Basic and diluted net loss per share:

Allocation of net loss

( 1,007,023 )

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 and nine months periods ended September 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted (loss) income 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 (loss) income per ordinary share (in dollars, except per share amounts):

Three Months Ended September 30,

Nine Months Ended September 30,

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net (loss) income per ordinary share

Accounting for Warrants

40 unchanged sentences

On December 31, 2021, the balance outstanding on the Note was $ 80,000 which was subsequently repaid on January 14, 2022 in full.

On July 27, 2023, the Company entered into a promissory note with Cycurion for $ 200,000 , pursuant to which the Company can borrow up to an aggregate principal amount of $ 200,000 .

The Promissory Note, with an interest rate of 5 % per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion, or January 11, 2024.

As of September 30, 2023, the Company has borrowed $ 200,000 and accrued approximately $ 1,694 in interest.

No amounts were borrowed as of December 31, 2022.

If the Company defaults on the loan, or the business combination does not occur, the Company will owe all principal and accrued interest thereto to Cycurion.

Cycurion may not seek recourse against any money held in the Trust Account established pursuant the Borrower’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and American Stock Transfer & Trust Company, nor any of the Company’s directors, officers, and any affiliate.

Related Party Loans

6 unchanged sentences

These units would be identical to the Private Placement Units.

As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

As of September 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

24 unchanged sentences

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”).

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.

12 unchanged sentences

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 June 30, 2023 was $ 597,285 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 210,365 and $ 167,264 recorded in the statements of operations for the three and six months ended June 30, 2023, respectively.

The fair value of the Forward Purchase Agreement as of September 30, 2023 was $ 642,524 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 45,239 and $ 212,503 , which is recorded in the statements of operations for the three and nine months ended September 30, 2023, respectively.

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

6 unchanged sentences

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.

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.

4 unchanged sentences

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 value of the shares redeemed on January 6, 2023.

As of September 30, 2023, the Company’s stockholders have redeemed a total of 11,194,590 shares of Common Stock resulting in $ 1,143,296 of excise tax liability, calculated as 1 % of the value of the shares redeemed.

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 June 30, 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 June 30, 2023 and December 31, 2022.)

As of September 30, 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 305,410 shares and 11,500,000 shares of common stock subject to possible redemption, respectively, at September 30, 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 June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding .

Public Warrants — As of June 30, 2023 and December 31, 2022, there were 11,500,000 Public Warrants outstanding.

As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding .

Public Warrants — As of September 30, 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 June 30, 2023 and December 31, 2022, there were 376,000 Private Placement Warrants outstanding.

Private Placement Warrants — As of September 30, 2023 and December 31, 2022, there were 376,000 Private Placement Warrants outstanding.

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

12 unchanged sentences

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 June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Money Market held in Trust Account

10 unchanged sentences

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 June 30, 2023 was $ 597,285 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 210,365 and $ 167,264 recorded in the statement of operations for the three and six months ended June 30, 2023, respectively.

The fair value of the Forward Purchase Agreement as of September 30, 2023 was $ 642,524 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 45,239 and $ 212,503 for the three and nine months ended September 30, 2023, respectively.

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

1 unchanged sentence

January 10, 2023

June 30, 2023

September 30, 2023

Risk-free interest rate

2 unchanged sentences

Redemption Price

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 and six months ended June 30, 2023:

Forward Purchase

5 unchanged sentences

Fair value as of June 30, 2023

Change in Fair Value

Fair value as of September 30, 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 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.

Subsequent to the approval by its stockholders of the Second Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on July 6, 2023, the Company filed on July 11, 2023 the Charter Amendment with the Delaware Secretary of State.

The Charter Amendment extends the date by which the Company has to consummate a business combination (the “Extension”), from July 11, 2023, to January 11, 2024.

On July 9, 2023, the Company’s stockholders elected to redeem an aggregate of 464,811 shares requiring payment out of the Trust Account of approximately $ 4,893,007 .

On July 27, 2023, the Company entered into a promissory note with Cycurion for $ 200,000 , pursuant to which the Company can borrow up to an aggregate principal amount of $ 200,000 .

The Promissory Note is interest bearing and payable upon consummation of a Business Combination.

As of the filing of this report, the Company has borrowed $ 200,000 .

In October 2023, the Company agreed to amend the Merger Agreement principally to reflect the issuance by Cycurion of additional securities after the date of the Merger Agreement and to extend the termination date of the Merger Agreement from July 11, 2023 to December 31, 2023.

The Company filed an amendment to its registration statement with the SEC on November 2, 2023 to reflect these amendments, to update the information regarding the Company and Cycurion, and to respond to outstanding comments from the SEC.

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