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Item 1. Financial Statements

2024-07-31 compared with 2023-11-14 · 193 added, 153 removed, 373 unchanged (48% of the section changed)

1 unchanged sentence

WESTERN ACQUISITION VENTURES CORP.

CONDENSED BALANCE SHEETS

September 30, 2023

CONSOLIDATED CONDENSED BALANCE SHEETS

March 31, 2024

December 31, 2023

CURRENT ASSETS

Restricted Cash

Due from Sponsor

Prepaid expenses and other assets

Total current assets

Prepaid expenses - non current

Investments held in Trust Account

2 unchanged sentences

Accounts payable and accrued expenses

Due to Trust Account

Derivative liability-Forward Purchase Agreement

5 unchanged sentences

REDEEMABLE COMMON STOCK

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

Common stock subject to possible redemption, $ 0.0001 par value, 274,267 and 305,410 shares at redemption value of approximately $ 10.80 and $ 10.83 per share as of March 31, 2024 and December 31, 2023, respectively

STOCKHOLDERS' DEFICIT

5 unchanged sentences

50,000,000 shares authorized;

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

3,251,000 shares issued and outstanding (excluding 274,267 and 305,410 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

4 unchanged sentences

( 2,780,174 )

( 3,202,280 )

TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT

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

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

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

OPERATING EXPENSES

Professional fees and other expenses

( 1,452,930 )

Franchise tax

LOSS FROM OPERATIONS

( 1,603,026 )

Other (expense) income:

Other income (expense):

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

Change in fair value of forward purchase agreement

TOTAL (LOSS) INCOME BEFORE INCOME TAXES

TOTAL INCOME (LOSS) BEFORE INCOME TAXES

Income Tax Expense

NET (LOSS) INCOME

( 1,075,657 )

NET INCOME (LOSS)

Weighted average shares outstanding of Common Stock subject to possible redemption

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

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

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

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

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

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024

stockholders’

1 unchanged sentence

( 3,202,604 )

Forward purchase agreement

Excise tax liability arising from redemption of shares

( 3,202,280 )

( 1,094,366 )

Accretion of Common Stock subject to possible redemption to redemption value

Balance March 31, 2023

( 2,123,370 )

( 2,123,046 )

Accretion of Common Stock subject to possible redemption to redemption value

Balance June 30, 2023

( 2,551,440 )

( 2,551,116 )

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

Reduction of carrying value to redemption value due to tax

Balance March 31, 2024

( 2,780,498 )

( 2,780,174 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2023

stockholders’

paid-in capital

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 )

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

( 2,123,046 )

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

WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

( 1,075,657 )

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

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

3 unchanged sentences

Accounts payable, accrued expenses and income tax payable

Income Tax Payable

Franchise tax payable

1 unchanged sentence

Net cash used in operating activities

( 1,127,104 )

CASH FLOWS FROM INVESTING ACTIVITIES

Cash deposited to Trust Account

( 116,150,000 )

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by (used in) investing activities

( 116,150,000 )

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from initial public offering, net of underwriters’ discount

Proceeds from private placement

Proceeds from loan payable

Proceeds from Loans outstanding

Redemption of Common Stock

( 109,436,586 )

Payment of Sponsor loan

Payment of offering costs

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 109,436,586 )

6 unchanged sentences

Accretion of common stock subject to redemption value

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

Reduction of common stock subject to redemption value due to tax

Reconciliation of Cash and Restricted Cash:

Cash – Beginning of Year

Restricted Cash – Beginning of Year

Cash and Restricted Cash – Beginning of Year

Cash – End of Year

Restricted Cash – End of Year

Cash and Restricted Cash – End of Year

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

WESTERN ACQUISITION VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

September 30, 2023

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

March 31, 2024

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 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.

As of March 31, 2024, the Company had not commenced any operations.

All activity from April 28, 2021 (inception) through March 31, 2024, 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 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.

As of March 31, 2024, 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).

1 unchanged sentence

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.

In connection with the Business Combination contemplated with Cycurion Inc.

(“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”).

22 unchanged sentences

If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

3 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.

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.

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 .

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

On January 9, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting.

At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from January 11, 2024 through and including April 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $ 100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if necessary, based upon the tabulated vote at the time of the Special Meeting.

As a result of the virtual special meeting the Company’s stockholders elected to redeem an aggregate of 31,143 shares, each share valued at approximately $ 10.51 per share and totaling $ 327,375 , which was removed from the Trust Account.

On February 6, 2024, the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(4) (the “First Letter”).

The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq.

Under Nasdaq Listing Rules, the Company had 45 calendar days, or until March 22, 2024, to provide Nasdaq with a specific plan to achieve and sustain compliance with all Nasdaq listing requirements, including the time frame for completion of the plan.

On March 22, 2024, the Company submitted its compliance plan with Nasdaq in connection with the First Letter.

If Nasdaq does not accept the Company’s plan to achieve compliance, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

The Company is evaluating various courses of action to achieve compliance with the minimum publicly held shares continued listing standard.

On March 11, 2024, the Company received a letter from the Staff stating that due to the resignations of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire board of directors of the Company, effective December 27, 2023, which was previously reported in a current report on Form 8-K filed with the SEC on January 3, 2024, the Company no longer complies with Nasdaq’s Majority Independent Board rule, its Audit Committee Rule, or its Compensation Committee Rule as set forth in Listing Rule 5605(b)(1) (the “Second Letter”).

In accordance with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

(i) until the earlier of the Company’s next annual stockholders’ meeting or December 28, 2024;

or (ii) if the Company’s next annual stockholders’ meeting is held before June 25, 2024, then the Company must evidence compliance no later than June 25, 2024 (the “Cure Period”).

If the Company fails to regain compliance within the Cure Period in connection with the Second Letter, the Nasdaq Listing Rules require the Staff to provide written notification to the Company that its securities will be delisted.

The Company is actively engaged in efforts to regain compliance with the requirements set forth in Nasdaq Listing Rule 5605 and plans to regain compliance within the Cure Period provided by Nasdaq.

On April 10, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting.

At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from April 11, 2024 through and including July 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $ 100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting.

On April 11, 2024, Cycurion and certain private investors entered into agreements to acquire (i) shares of Series B Preferred Stock of Cycurion and (ii) Series B Warrants to purchase Cycurion common stock, which, in accordance with a securities purchase agreement and an exchange agreement among Cycurion and other parties thereto to be dated prior to the effective date of the Company’s registration statement on Form S-4, will be exchanged as of the effective time of the merger between the Company and Cycurion pursuant to the Merger Agreement for securities of the Company following the merger in the same form and on the same terms as the Cycurion Series B Preferred Stock and Series B Warrants (the “Series B Capital Raise”).

As a result of the Series B Capital Raise mentioned above, the Company received $ 254,269 into its operating bank account to be used for working capital expenses and tax obligations.

As discussed above, the Company identified that a $ 108,611 excess of interest was erroneously withdrawn from the Trust Account and a portion was used for operating expenses during the three months ended March 31, 2024, which is not a permitted use of the Trust funds per the trust agreement.

As of March 31, 2024, the Company has restricted cash of $ 1,008 and a receivable from the Sponsor of $ 107,461 .

The Company intends to deposit $ 107,461 back into the Trust Account, or use the $ 107,461 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

On July 2, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting.

At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from July 11, 2024 through and including October 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting.

If the Company is unable to complete a Business Combination by October 11, 2024, 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:

(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 .

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 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.

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 time to consummate a business combination (the “Combination Period”).

However, since the Initial Stockholders acquired Public Shares in the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

9 unchanged sentences

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”).

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.

There is no guarantee that a merger will take place.

On April 26, 2024, the Parties amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) to amend, among other things, certain economic terms at the closing of the Business Combination and the Termination Date to complete the Business Combination, from December 31, 2023 to December 31, 2024.

Sponsor Support Agreement

6 unchanged sentences

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.

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 December 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.

1 unchanged sentence

Liquidity and Capital Resources

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.

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

As of March 31, 2024 and December 31, 2023, we had $ 1,008 and $ 8,651 in restricted cash available exclusively for payment of current tax liabilities.

As of March 31, 2024, we had a working capital deficit of $ 2,782,776 .

The Company’s liquidity is to be satisfied through the proceeds from loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties held outside of the Trust Account.

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.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

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 for a period of twelve months from the issuance of these financial statements.

Restricted Cash, Due from Sponsor and Due to Trust Account

In accordance with the Trust agreement, the Company is permitted to withdraw interest from the Trust Account to pay its tax obligations, including federal income taxes and state franchise taxes.

During the year ended December 31, 2023, the Company identified that a $ 108,611 excess of interest was erroneously withdrawn from the Trust Account and was used for operating expenses during 2023, which is not a permitted use of the Trust funds per the trust agreement.

During the three months ended March 31, 2024, the Company withdrew $ 525,000 in interest from the Trust Account to settle its current tax obligations.

As a result, the Company recorded a receivable due from the Sponsor and a related payable to the Trust for an amount of $ 107,461 as of March 31, 2024 .

The receivable reflects the amount due to be reimbursed to the Trust Account from the Sponsor for the funds used for operating expenses.

The balance of this withdrawal is included in restricted cash in the amount of $ 1,008 on the accompanying balance sheet, representing the amounts available exclusively for payment of current tax liabilities.

The Sponsor has committed to funding the Company in a manner sufficient to fund the Company’s tax obligations and return any over withdrawal from the Trust Account, if any.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited consolidated condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements.

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, 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.

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

The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any future interim periods.

The accompanying unaudited consolidated 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 April 26, 2024.

Emerging Growth Company

3 unchanged sentences

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.

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.

Use of 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 preparation of the unaudited consolidated 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 consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents and Restricted Cash

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

The Company had $ 0 in cash and did no t have any cash equivalents as of March 31, 2024 and December 31, 2023.

At March 31, 2024 and December 31, 2023, the Company also had $ 1,008 and $ 8,651 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved for the payment of income and state franchise taxes.

Investments Held in Trust Account

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.

At March 31, 2024 and December 31, 2023, 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.

5 unchanged sentences

Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of

the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

4 unchanged sentences

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

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:

As of March 31, 2024 and December 31, 2023, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds

6 unchanged sentences

Accretion of carrying value to redemption value

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

Reduction of carrying value to redemption value due to tax

Common stock subject to possible redemption as of March 31, 2024

Accretion of carrying value to redemption value

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 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.

As disclosed in Note 1, the Company identified during the three months ended March 31, 2024 that an excess of $ 108,611 was erroneously withdrawn from the interest earned in the Trust Account for operating expenses.

As of March 31, 2024, the Company recorded a receivable due from the Sponsor to reimburse the Trust Account for these funds used for operating expenses.

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, 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 March 31, 2024 and December 31, 2023, 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

8 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 - 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 September 30, 2023 and 2022.

There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023.

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 nine months ended September 30, 2023.

No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for period ended March 31, 2024 and December 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 (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.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss 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 376,000 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 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

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 ended March 31, 2024 and 2023 because they are contingently exercisable, and the contingencies have not yet been met.

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

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

For the Three Months Ended March 31, 2024

Basic and diluted net income per share:

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net (loss) income per ordinary share

Basic and diluted net income per ordinary share

For the Three Months Ended March 31, 2023

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

Accounting for Warrants

11 unchanged sentences

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.

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 unaudited condensed financial statements.

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions.

ASU 2023-09 will become effective for annual periods beginning after December 15, 2024.

The Company is still reviewing the impact of ASU 2023-09.

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

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

27 unchanged sentences

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.

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 Equiniti Trust Company, nor any of the Company’s directors, officers, and any affiliate.

As of March 31, 2024, the Company has borrowed $ 300,000 and accrued approximately $ 7,972 in interest.

As of December 31, 2023, the Company has borrowed $ 200,000 and accrued approximately $ 4,222 in interest.

On January 26, 2024, the Company and Cycurion amended the Promissory Note to increase its amount to $ 300,000 and extend the maturity date to the earlier of the consummation of the Business Combination or April 11, 2024.

On April 4, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or July 11, 2024.

On May 3, 2024, the Company and Cycurion amended the Promissory Note to increase its principal amount to $ 554,269 .

On July 2, 2024 the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or October 11, 2024.

Related Party Loans

6 unchanged sentences

These units would be identical to the Private Placement Units.

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

As of March 31, 2024 and December 31, 2023, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

23 unchanged sentences

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.)

On January 22, 2024, the Company and Alpha terminated the Forward Purchase Agreement without payment or other liability on the part of any party.

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.

1 unchanged sentence

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”).

Simultaneously with the BC Closing, WAVS shall transfer into an escrow account for the benefit of Alpha (the “Escrow Account”) with Equiniti 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.

8 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 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.

The fair value of the Forward Purchase Agreement as of March 31, 2024 was $ 0 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 665,116 , which is recorded in the statements of operations for the three months ended March 31, 2024 (See Note 8).

Employment Agreements

On December 27, 2023, we entered into an employment agreement with James P.

McCormick whereby the Company agreed to pay a total of $ 125,000 of total compensation annually, including $ 40,000 in cash and $ 85,000 in stock payment.

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.

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.

As of March 31, 2024, the Company’s stockholders have redeemed a total of 11,225,733 shares of Common Stock resulting in $ 1,146,570 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 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.)

As of March 31, 2024 and December 31, 2023, 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 274,267 and 305,410 shares of common stock subject to possible redemption, respectively, at March 31, 2024 and December 31, 2023.)

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, 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.

As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding .

Public Warrants — As of March 31, 2024 and December 31, 2023, 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, 2023 and December 31, 2022, there were 376,000 Private Placement Warrants outstanding.

Private Placement Warrants — As of March 31, 2024 and December 31, 2023, 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.

● upon not less than 30 days ’ prior written notice of redemption;

● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation.

However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire and become worthless.

NOTE 8 — FAIR VALUE MEASUREMENTS

8 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 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,

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, 2024 and December 31, 2023, 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

Derivative Liability - Forward Purchase Agreement

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.

7 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 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 fair value of the Forward Purchase Agreement as of March 31, 2024 was $ 0 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 665,116 for the three months ended March 31, 2024.

On January 22, 2024, the Company terminated this Forward Purchase Agreement.

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

1 unchanged sentence

January 10, 2023

September 30, 2023

December 31, 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 nine months ended September 30, 2023:

Forward Purchase

Fair value as of January 1, 2023

Initial measurement on January 10, 2023 – Issuance

Fair value as of December 31, 2023

Change in Fair Value

Fair value as of March 31, 2024

Change in Fair Value

Fair value as of June 30, 2023

Change in Fair Value

Fair value as of September 30, 2023

NOTE 9 — SUBSEQUENT EVENTS

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.

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

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

On April 4, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or July 11, 2024.

Subsequent to the approval by its stockholders of the Fourth Amendment (the “Fourth Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on April 10, 2024, the Company filed the Fourth Charter Amendment with the Delaware Secretary of State on April 10, 2024.

The Fourth Charter Amendment extends the date by which the Company must consummate a business combination, from April 11, 2024 to July 11, 2024.

As a result of the Series B Capital Raise mentioned above, the Company received $ 254,269 into its operating bank account to be used for working capital expenses and tax obligations.

As discussed in Note 1, the Company identified that a $ 108,611 excess of interest was erroneously withdrawn from the Trust Account and a portion was used for operating expenses during the year ended December 31, 2023, which is not a permitted use of the Trust funds per the trust agreement.

As of December 31, 2023, the Company has restricted cash of $ 8,651 and a receivable from the Sponsor of $ 99,961 .

The Company intends to deposit $ 99,961 back into the Trust Account, or use the $ 99,961 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

On May 3, 2024, the Company and Cycurion amended the Promissory Note to increase its principal amount to $ 554,269 .

On June 5, 2024, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”), which may serve as an additional basis for the delisting of the Company’s securities from Nasdaq.

The Company previously filed a Form 12b-25 with the SEC on May 14, 2024, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense.

In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1).

Pursuant to the Nasdaq Letter, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q’s due date, or until November 18, 2024, for the Company to regain compliance.

The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules and expects that, with the filing of this Form 10-Q, it has regained compliance with Nasdaq Listing Rule 5250(c)(1).

Subsequent to the approval by its stockholders of the Fifth Amendment (the “Fifth Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on July 2, 2024, the Company filed the Fifth Charter Amendment with the Delaware Secretary of State on July 2, 2024.

The Fifth Charter Amendment extends the date by which the Company must consummate a business combination, from July 11, 2024 to October 11, 2024.

On July 2, 2024 the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or October 11, 2024.

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum, and engaged WWC, as its independent auditor.

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