What changed in this filing

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Item 1. Financial Statements

2024-09-30 compared with 2024-07-31 · 91 added, 76 removed, 490 unchanged (25% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

March 31, 2024

June 30, 2024

December 31, 2023

16 unchanged sentences

REDEEMABLE COMMON STOCK

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

Common stock subject to possible redemption, $ 0.0001 par value, 246,472 and 305,410 shares at redemption value of approximately $ 10.87 and $ 10.83 per share as of June 30, 2024 and December 31, 2023, respectively

STOCKHOLDERS' DEFICIT

5 unchanged sentences

50,000,000 shares authorized;

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

3,251,000 shares issued and outstanding (excluding 246,472 and 305,410 shares subject to possible redemption) as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

9 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

OPERATING EXPENSES

2 unchanged sentences

LOSS FROM OPERATIONS

Other income (expense):

Other (expense) income:

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

Change in fair value of forward purchase agreement

TOTAL INCOME (LOSS) BEFORE INCOME TAXES

Expense related to Non-Redemption Agreement

TOTAL OTHER (LOSS) INCOME BEFORE TAXES

Income Tax Expense

NET INCOME (LOSS)

Weighted average shares outstanding of Common Stock subject to possible redemption

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

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

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

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

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

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

stockholders’

7 unchanged sentences

( 2,780,174 )

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Excise tax liability arising from redemption of Class A shares

Expense related to the Issuance of Non-Redemption agreements

Increase of carrying value to redemption value due to change in tax

Balance June 30, 2024

( 3,487,133 )

( 3,367,330 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

stockholders’

9 unchanged sentences

( 2,123,046 )

Accretion of Common Stock subject to possible redemption to redemption value

Balance June 30, 2023

( 2,551,440 )

( 2,551,116 )

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

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

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

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

Change in fair value of derivative liability – Forward Purchase Agreement

Expense related to the Issuance of Non-Redemption agreements

Changes in operating assets and liabilities:

6 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Cash withdrawn from Trust Account to pay franchise and income taxes

Cash deposited to Trust Account

14 unchanged sentences

Accretion of common stock subject to redemption value

Reduction of common stock subject to redemption value due to tax

Reduction of carrying value to redemption value due to tax

Reconciliation of Cash and Restricted Cash:

2 unchanged sentences

Cash and Restricted Cash – Beginning of Year

Cash – End of Year

Restricted Cash – End of Year

Cash and Restricted Cash – End of Year

Cash – End of Period

Restricted Cash – End of Period

Cash and Restricted Cash – End of Period

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

1 unchanged sentence

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

March 31, 2024

June 30, 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 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.

As of June 30, 2024, the Company had not commenced any operations.

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

As of June 30, 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).

52 unchanged sentences

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 .

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 June 30, 2024, which is not a permitted use of the Trust funds per the trust agreement.

As of June 30, 2024, the Company has restricted cash of $ 14,876 and a receivable from the Sponsor of $ 166,417 .

The Company intends to deposit $ 166,417 back into the Trust Account or use the $ 166,417 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

16 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.

On September 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.

There is no guarantee that a merger will take place.

12 unchanged sentences

Liquidity and Capital Resources

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 .

As of June 30, 2024, and December 31, 2023, we had $ 14,876 and $ 8,651 in restricted cash available exclusively for payment of current tax liabilities.

As of June 30, 2024, we had a working capital deficit of $ 3,289,361 .

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.

6 unchanged sentences

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 .

During the three and six months ended June 30, 2024, the Company withdrew $ 597,824 , 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 $ 93,593 as of June 30, 2024 .

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

1 unchanged sentence

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.

Recent Developments

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.

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”).

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.

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 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 written notice from Nasdaq, 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 regained compliance with Nasdaq’s listing rules by filing its Form 10-Q on July 31, 2024.

Note 2 — Summary of Significant Accounting Policies

3 unchanged sentences

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

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 $ 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.

The Company had $ 0 in cash and did no t have any cash equivalents as of June 30, 2024 and December 31, 2023.

At June 30, 2024 and December 31, 2023, the Company also had $ 14,876 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 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.

At June 30, 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.

12 unchanged sentences

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

As of March 31, 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:

As of June 30, 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

9 unchanged sentences

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

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.

Increase of carrying value to redemption value due to change in tax

Common stock subject to possible redemption as of June 30, 2024

As disclosed in Note 1, the Company identified during the three and six months ended June 30, 2024 that an excess of $ 108,611 was erroneously withdrawn from the interest earned in the Trust Account for operating expenses.

As of June 30, 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 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.

As of June 30, 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

10 unchanged sentences

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

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

There were no unrecognized tax benefits as of June 30, 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 immaterial amounts were accrued for the payment of penalties for period ended March 31, 2024 and December 31, 2023.

No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for period ended June 30, 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.

4 unchanged sentences

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

The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the three and six months ended June 30, 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 income per ordinary share

For the Three Months Ended March 31, 2023

Three Months Ended June 30,

Six Months Ended June 30,

Basic and diluted net loss per share:

11 unchanged sentences

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

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

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

40 unchanged sentences

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 June 30, 2024, the Company has borrowed $ 554,269 and accrued approximately $ 11,194 in interest.

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

11 unchanged sentences

These units would be identical to the Private Placement Units.

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

As of June 30, 2024 and December 31, 2023, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

40 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 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).

The fair value of the Forward Purchase Agreement as of June 30, 2024 was $ 0 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 0 and $ 665,116 , which is recorded in the statements of operations for the three and six months ended June 30, 2024, respectively.

(See Note 8).

Employment Agreements

16 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 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.

As of June 30, 2024, the Company’s stockholders have redeemed a total of 11,253,528 shares of Common Stock resulting in $ 1,149,502 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 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.)

As of June 30, 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 246,472 and 305,410 shares of common stock subject to possible redemption, respectively, at June 30, 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 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.

As of June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of June 30, 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 March 31, 2024 and December 31, 2023, there were 376,000 Private Placement Warrants outstanding.

Private Placement Warrants — As of June 30, 2024 and December 31, 2023, there were 376,000 Private Placement Warrants outstanding.

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

22 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 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:

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, 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

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 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.

The fair value of the Forward Purchase Agreement as of June 30, 2024 was $ 0 , which resulted in a change in fair value of the Forward Purchase Agreement of $ 0 and $ 665,116 for the three and six months ended June 30, 2024, respectively.

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

7 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 months ended March 31, 2024:

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 six months ended June 30, 2024:

Forward Purchase

1 unchanged sentence

Change in Fair Value

Fair value as of March 31, 2024

Fair value as of June 30, 2024

NOTE 9 — SUBSEQUENT EVENTS

1 unchanged sentence

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.

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.

1 unchanged sentence

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.

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

On August 6, 2024, the Company, Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and RiverNorth SPAC Arbitrage Fund, LP (the “Investor”) entered into a non-redemption agreement (the “Non-Redemption Agreement”) whereby the Sponsor plans to transfer to the Investor 5,000 shares each month over the next three months for agreeing not to redeem the 99,800 that it currently holds prior to the business combination.

On September 6, 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 June 30, 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 August 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 February 17, 2025, for the Company to regain compliance.

On September 24, 2024, Sponsor loaned the Company $ 230,000 for certain transaction expenses related to the Business Combination.

On the same day, the Company loaned Cycurion $ 185,000 for certain transaction expenses in connection with Cycurion’s consummation of the Business Combination.

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