Financial Performance - Revenues from SLG for the fiscal years 2024 and 2023 were $14,703,887 and $13,837,042, respectively, indicating a year-over-year growth of approximately 6.3%[267] - Revenue for the three months ended March 31, 2025, was $3,870,050, a decrease of $372,805 or 8.79% compared to $4,242,855 in the same period of 2024[283] - Cost of revenue decreased by $703,854 or 18.07% to $3,192,287 for the three months ended March 31, 2025, from $3,896,141 in 2024[286] - Selling, general and administrative expenses increased significantly by $10,396,291 or 2743.25% to $10,775,268 for the three months ended March 31, 2025, compared to $378,977 in 2024[288] - Net loss for the three months ended March 31, 2025, was $10,248,486, compared to a net loss of $312,475 in the same period of 2024[282] - Cash and cash equivalents at the end of the period increased to $2,269,195 as of March 31, 2025, from $206,939 at the end of March 2024[291] - The accumulated deficit increased to approximately $13,461,859 as of March 31, 2025, from $3,203,361 at December 31, 2024[297] - Net cash used in operating activities was $2,745,109 for the three months ended March 31, 2025, compared to $272,446 in the same period of 2024[292] - Net cash provided by financing activities was $3,173,991 for the three months ended March 31, 2025, compared to a net cash used of $23,483 in 2024[296] - The company expects continued significant operating losses for the next few years and plans to seek additional financing[298] - The total assets increased to approximately $31.6 million as of March 31, 2025, from approximately $25.6 million at December 31, 2024, primarily due to increases in goodwill[298] Acquisition and Strategic Plans - The acquisition of SLG is expected to enhance Cycurion's qualifications for future government contracts due to SLG's historical relationships with contracting agencies[267] - Cycurion entered into a Term Sheet with SLG on April 25, 2023, for the acquisition, which includes provisions for forming two new subsidiaries[268] - The SLG Term Sheet allows Cycurion to terminate the agreement at any time before April 11, 2025, without further obligations[269] - Cycurion plans to close the transactions contemplated by the SLG Term Sheet during the current fiscal quarter[269] - The RCR Term Sheet, related to SLG, is expected to be closed in the second half of the current fiscal year, contingent upon the SLG transaction[273] - Cycurion's growth strategy includes organic business solutions and strategic acquisitions of cyber/infrastructure service providers[257] Technology and Services - Cycurion acquired technology assets from Sabres, including Multi-Dimensional Protection and Bot Mitigation SaaS platforms, which were integrated into existing services[277] - The Cycurion Security Platform utilizes a proprietary cloud-based AI algorithm to enhance cybersecurity measures in real-time against emerging threats[278] - The MDP SaaS platform combines Web Application Firewall and Bot Mitigation to improve clients' cyber posture and reduce risks from automated attacks[278] Stock and Market Considerations - The fair value of the Common Stock was estimated due to its lack of historical public trading[316] - The expected term for options is calculated to be 10 years based on the average vesting term and contractual period[316] - Expected volatility is derived from the historical share volatility of comparable publicly traded companies[316] - The risk-free interest rate is based on U.S. Treasury securities yields appropriate for the term of the award[316] - The company has not paid dividends on its Common Stock and does not expect to in the foreseeable future[316] - The assessment includes contemporaneous third-party valuations of the Common Stock[316] - The analysis considers the likelihood of achieving a liquidity event, such as an IPO or sale of the company[316] - Market performance of comparable publicly traded companies is taken into account[316] - The company is classified as a "smaller reporting company" and is not required to provide additional market risk disclosures[317]

Financial Performance - Gross profit for 2024 reached $3,634,743, representing a margin of 20.5%, compared to $2,643,060 and a margin of 13.7% in 2023 [56]. - Operating income increased to $2,416,113 in 2024, with a margin of 13.6%, up from $326,411 and a margin of 1.7% in 2023 [56]. - Net income for 2024 was $1,229,601, a significant improvement from a net loss of $2,097,013 in 2023, reflecting a margin of 6.9% [56]. - The number of customers grew to 41 in 2024, up from 38 in 2023 [56]. - The company has over 41 customers, with the top ten customers accounting for approximately 93% of total revenue in 2024 and 88% in 2023 [83]. Business Operations - Cycurion's growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers [29]. - Managed security services include 24/7 monitoring, threat detection, incident response, and remediation [38]. - The company provides consulting and advisory services to enhance customers' cybersecurity programs [30]. - Cycurion's managed IT services optimize IT infrastructure, reduce costs, and improve operational efficiency [33]. - The company has numerous prime and subcontracts with key government agencies, enhancing its market position [29]. Strategic Acquisitions - Cycurion Sub executed a Term Sheet with SLG Innovation Inc. for acquisition, with plans to close the transaction in the current fiscal quarter [67]. - The SLG Management Agreement aims to enhance SLG's commercial viability and consolidate its financial statements with Cycurion [70]. - Axxum Technologies, acquired in November 2017, continues to provide cybersecurity services to federal government clients while expanding its commercial footprint [58]. - Cloudburst Security, acquired in April 2019, specializes in innovative cybersecurity services for various sectors, including healthcare and finance [61]. - Cycurion expects to close the transactions contemplated by the RCR Term Sheet in the first half of the current fiscal year, with a backlog of $16 million as of December 31, 2024, compared to $15 million in 2023 [86]. Technology and Innovation - The Cycurion ARx platform offers comprehensive cybersecurity solutions, including DDoS protection and endpoint protection [55]. - Cycurion's Cycurion Security Platform integrates technology assets acquired from Sabres, enhancing service offerings and expanding commercial business [80]. - The company plans to invest in new technology platforms and explore acquisition opportunities to enhance platform functionality and expand market reach [85]. - Cycurion's proprietary AI algorithm is expected to move into production in Q3 2024, enhancing the security capabilities of its Multi-Dimensional Protection platform [78]. - The company has integrated its acquired technology into its Managed Security Services Practice, providing real-time reporting and incident response [80]. Compliance and Market Status - Cycurion received a notification from Nasdaq regarding a deficiency in the closing bid price of its common stock, which has been below $1.00 for 30 consecutive business days, with a compliance deadline of October 6, 2025 [108]. - The company was also notified of a deficiency in maintaining a Market Value of Listed Securities (MVLS) below the required $50,000,000 for 30 consecutive business days, with a compliance deadline of October 8, 2025 [109]. - Additionally, Cycurion was informed of a deficiency in the Market Value of Publicly Held Shares (MVPHS), which has been below the required $15,000,000 for 30 consecutive business days, also with a compliance deadline of October 8, 2025 [110]. - Failure to regain compliance within the specified 180-day periods for either MVLS or MVPHS could result in delisting from Nasdaq, although the company retains the right to appeal [109][110]. - The Nasdaq notifications currently have no effect on the listing status of Cycurion's common stock [108][109][110]. Company Structure and Workforce - The company has a total of 46 full-time employees, with no part-time employees or union representation [89]. - The company has over 150 years of combined experience on its management team and has served over 275,000 students in the higher education sector [54]. Risks and Challenges - Cycurion has incurred net losses and cannot assure that it will achieve or maintain profitable operations [22]. - The company requires substantial additional funding in the future, which may not be available on acceptable terms [22]. - Cycurion's ability to grow and compete will be adversely affected if adequate capital is not available [22]. - The company has a limited operating history, raising substantial doubt regarding its ability to continue as a going concern [22]. - Cycurion's common stock price may be volatile, potentially leading to significant investment losses [22].

Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $375,004, which included professional fees, general and administrative expenses, and franchise taxes [177]. - For the nine months ended September 30, 2024, the company had a net loss of $670,325, consisting of $1,208,217 in professional fees and other expenses, offset by a $665,116 change in fair value of the forward purchase agreement [179]. - For the nine months ended September 30, 2023, the company reported a net loss of $757,781, which included $876,968 in professional fees and other expenses [180]. Liquidity and Capital Structure - As of September 30, 2024, the company had a working capital deficit of $3,664,323, indicating liquidity challenges [181]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete the business combination [185]. - As of September 30, 2024, the Company has borrowed $554,269 and accrued approximately $21,906 in interest [200]. Acquisition and Merger Activities - The company has identified an acquisition target and executed a merger agreement with Cycurion, Inc., with plans to close the business combination by December 31, 2024 [169][170]. - The merger agreement may be terminated if not consummated by January 11, 2025, raising concerns about the company's ability to continue as a going concern [175][186]. - The Company entered into a promissory note with Cycurion for $200,000 at an interest rate of 5% per annum, with a maturity date of January 11, 2024 [200]. - The Company agreed to pay approximately $1.25 million of its obligations in shares of the Combined Company's common stock, totaling 250,000 shares at a price of $5.00 per share [199]. - The Forward Purchase Agreement was terminated on January 22, 2024, which previously allowed Alpha to sell up to 300,000 shares to the Company [202]. - The Company amended the Promissory Note multiple times, increasing the principal amount to $554,269 and extending the maturity date to January 11, 2025 [200]. Advisory and Support Agreements - The company plans to enter into an advisory agreement with A.G.P., which includes a transaction fee of $2,500,000 payable in preferred shares convertible into common stock [195]. - The Company has a Support Agreement in place with its Sponsor and certain stockholders to vote in favor of the merger and related transactions [171][173]. Auditor and Compliance - The Company dismissed its previous independent auditor, Marcum LLP, and engaged WWC, P.C. as its new independent auditor on July 10, 2024 [209]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [206]. - The Company has no material changes to the quantitative and qualitative disclosures about market risk since its 2023 Annual Report [215]. Employment Agreements - On December 27, 2023, the Company entered into an employment agreement with James P. McCormick for total annual compensation of $125,000, including $40,000 in cash and $85,000 in stock payment [204]. Non-Operating Income - The company generated non-operating income in the form of interest income from the IPO proceeds placed in the Trust Account, but has not engaged in any operations or generated operating revenues to date [176]. Revised Arrangements - The Company has entered into revised arrangements with service providers, agreeing to pay obligations in shares of the Combined Company's common stock [199].

Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $703,701, which included $127,224 related to Non-Redemption Agreement and $576,477 in professional fees and administrative expenses [137]. - For the six months ended June 30, 2024, the company had a net loss of $295,321, consisting of $833,213 in professional fees and administrative expenses, offset by a $665,116 change in fair value of the forward purchase agreement [139]. - The company incurred net cash used in operating activities of $420,868 for the six months ended June 30, 2024, primarily due to a net loss and changes in operating assets and liabilities [142]. - Management has raised substantial doubt about the company's ability to continue as a going concern for twelve months from the issuance of the financial statements if the business combination is not completed [145]. Working Capital and Financing - As of June 30, 2024, the company had a working capital deficit of $3,289,361 and $14,876 in restricted cash available for tax liabilities [141]. - The company may need to obtain additional financing to complete the business combination or to meet obligations related to public share redemptions [144]. - The Company entered into a promissory note with Cycurion for $200,000 at a 5% annual interest rate, with a maturity date extended to October 11, 2024 [152]. - As of June 30, 2024, the Company has borrowed $554,269 and accrued approximately $14,900 in interest [152]. Business Combination and Acquisition - The company has identified an acquisition target and executed a merger agreement with Cycurion, intending to close the business combination by December 31, 2024 [130][131]. - The merger agreement may be terminated if not consummated by October 11, 2024, or if certain proposals fail to receive the requisite vote for approval [135]. - The company has engaged A.G.P. as an advisor for the business combination, with a fee arrangement of 4.5% of the gross proceeds of the IPO, amounting to $5,175,000, or distribution of 250,000 shares of common stock [151]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination [136]. Regulatory and Accounting Changes - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [157]. - ASU No. 2023-09 will require additional disclosures in income tax rate reconciliation, effective after December 15, 2024 [158]. - The Company has not identified any material changes to market risk disclosures since the 2023 Annual Report [160]. Employment Agreements - An employment agreement was established with James P. McCormick, totaling $125,000 in annual compensation, including $40,000 in cash and $85,000 in stock payment [155]. Forward Purchase Agreement - The Forward Purchase Agreement was terminated on January 22, 2024 [154].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $408,380, which included a $665,116 change in fair value of the forward purchase agreement, offset by $256,736 in expenses[134]. - For the three months ended March 31, 2023, the company had a net loss of $171,611, with net cash used in operating activities amounting to $393,175[135][138]. - The company incurred net cash used in operating activities of $107,643 for the three months ended March 31, 2024, primarily due to changes in operating assets and liabilities[137]. Working Capital and Financial Position - As of March 31, 2024, the company had a working capital deficit of $2,782,776 and $1,008 in restricted cash available for current tax liabilities[136]. - The company has incurred significant costs in pursuit of acquisition plans and may not have sufficient funds to operate prior to the business combination[139]. - The merger agreement may be terminated if not consummated by October 11, 2024, raising concerns about the company's ability to continue as a going concern[132][140]. Acquisition and Business Combination - The company has identified an acquisition target and executed a merger agreement with Cycurion, with plans to close the business combination by December 31, 2024[127][128]. - The company may need to obtain additional financing to complete the business combination or due to potential redemptions of public shares[139]. - The company has entered into a promissory note with Cycurion for $200,000, which has been amended to increase the principal amount to $554,269[147]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination[133]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes[148]. - The FPA stipulates that Alpha can accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days[149]. - The Company terminated the Forward Purchase Agreement on January 22, 2024[150]. - The Company accounts for the FPA as a liability at fair value, subject to re-measurement at each reporting period, with changes recognized in the statements of operations[152]. Employment and Compensation - An employment agreement was established with James P. McCormick on December 27, 2023, with total annual compensation of $125,000, comprising $40,000 in cash and $85,000 in stock payment[151]. Accounting Standards and Disclosures - The Company adopted ASU 2016-13 on January 1, 2023, which did not materially impact its financial statements[153]. - ASU No. 2023-09, effective after December 15, 2024, will require additional disclosures in income tax rate reconciliation and disaggregation of income taxes paid[154]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2023 Annual Report[156].

Board of Directors and Management Changes - The entire prior board of directors resigned effective December 28, 2023, due to potential excise tax liabilities under the Inflation Reduction Act[23]. - James P. McCormick was appointed as the new CEO and CFO effective December 27, 2023, bringing extensive experience from British American Tobacco and KushCo Holdings[25]. Merger and Acquisition Strategy - The company entered into a Merger Agreement with Cycurion, a cybersecurity firm, on November 21, 2022, with the merger expected to enhance the company's market position[28]. - The company aims to target merger candidates in sectors such as health, wellness, financial technology, and environmental services, focusing on those with strong growth prospects[32]. - The acquisition strategy emphasizes generating attractive returns for stockholders by completing high-quality mergers at favorable valuations[34]. - The company seeks to acquire businesses with stable free cash flow or annual recurring revenue, particularly in SaaS and financial technology sectors[43]. - The management team has extensive experience in sourcing, structuring, and executing business combinations across various industries[35]. - The company plans to enhance the performance of acquired businesses through its operational expertise and industry relationships[34]. - The merger with Cycurion is part of a broader strategy to expand the company's capabilities in the cybersecurity market[36]. Financial Position and Trust Account - The Trust Account held approximately $117.3 million at the time of the Merger Agreement, which is required to meet Nasdaq's 80% fair market value rule for the initial business combination[49]. - The company executed a business combination agreement with Cycurion on November 21, 2022, when the Trust Account had approximately $117.3 million[74]. - As of the report date, approximately $1,008 remains available outside the Trust Account to fund working capital requirements[99]. - The Trust Account balance was approximately $3.0 million as of the date the annual report was filed[113]. - The company must ensure that it does not exceed 40% of total assets in investment securities to avoid being classified as an investment company[116]. - The Trust Account is intended to hold funds until the completion of the initial business combination or the redemption of public shares[118]. Compliance and Regulatory Issues - The company received a notification from Nasdaq on February 6, 2024, indicating it no longer meets the minimum requirement of 500,000 publicly held shares for continued listing[59]. - The company is actively working to regain compliance with Nasdaq's Majority Independent Board rule and plans to do so within the provided Cure Period[60]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[55]. - The company has identified material weaknesses in internal control over financial reporting, which could adversely affect investor confidence and business results[220]. - The company is actively engaged in efforts to regain compliance with Nasdaq's listing requirements following the resignation of its entire board of directors[219]. - The company may face significant adverse consequences if its securities are delisted from Nasdaq, including reduced liquidity and increased regulatory scrutiny[214]. Risks Related to Business Combination - The company must complete its initial business combination by July 11, 2024, or it will cease operations and redeem public shares at approximately $10.10 each[79]. - The company may not be able to secure enough cash to consummate an initial business combination if redemption requests exceed certain thresholds[77]. - If the company fails to complete its initial business combination, public stockholders may only receive a pro rata portion of the funds in the Trust Account, potentially less than $10.10 per share[66]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire target businesses[93]. - The company may face difficulties in completing its initial business combination due to the grant of registration rights to initial stockholders, which could adversely affect the market price of its common stock[124]. - If stockholders exercise their redemption rights, it may hinder the ability to meet closing conditions with a target business requiring a minimum net worth or cash[130]. - The company may incur substantial costs in investigating target businesses, which would not be recoverable if a specific business combination is not completed[137]. - The company may face complex tax obligations following its initial business combination, which could adversely affect after-tax profitability[140]. Shareholder and Stockholder Considerations - The company may issue additional common or preferred stock to complete the initial business combination, which could significantly dilute existing shareholders' equity[162]. - The company has authorized the issuance of up to 50,000,000 shares of common stock and 1,000,000 shares of preferred stock, with 11,225,733 shares of common stock available for issuance as of the report date[163]. - Public stockholders wishing to redeem shares must comply with specific requirements, potentially complicating the redemption process[199]. - The financial interests of the Sponsor and management may influence their motivation in selecting a target for the initial business combination, potentially creating conflicts of interest[157]. - The existence of registration rights for initial stockholders may complicate the completion of the initial business combination and adversely affect the market price of common stock[198]. Warrant and Share Issuance Risks - The company issued warrants to purchase 11,500,000 shares of common stock at an exercise price of $11.50, along with an additional 376,000 shares in a private placement[191]. - The warrants may become worthless if the company redeems them prior to their exercise, with a redemption price of $0.01 per warrant if the common stock price exceeds $18.00 for 20 trading days within a 30-day period[187]. - The company may require holders to exercise their warrants on a cashless basis, resulting in fewer shares received compared to cash exercise[179]. - If the initial business combination does not close, warrant holders will not participate in liquidating distributions[171]. - The market for the warrants may be limited, and they may become worthless if the common shares are not qualified or exempt from qualification[179]. Economic and Market Conditions - The current economic environment has made it particularly challenging for companies to obtain acquisition financing, which could impact the company's ability to complete business combinations[209]. - The company expects intense competition from established entities such as venture capital funds and leveraged buyout funds, which may limit its ability to acquire sizable target businesses due to relatively limited financial resources[204].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $253,633, which included $256,970 in professional fees and $48,576 in interest income from marketable securities [124]. - For the nine months ended September 30, 2023, the company had a net loss of $757,781, consisting of $876,968 in expenses and $331,690 in interest income from marketable securities [126]. - As of September 30, 2023, the company had $302,582 in cash outside of the Trust Account and a working capital deficit of $2,870,709 [128]. - The company incurred net cash used in operating activities of $646,799 for the nine months ended September 30, 2023, primarily due to a net loss and changes in operating assets and liabilities [129]. - As of September 30, 2023, the Company reported a net loss per share, with no dilutive securities affecting the basic loss per share calculation [144]. Business Combination - The company has identified an acquisition target and executed a merger agreement with Cycurion, with the intention to close the business combination by December 31, 2023 [117]. - The merger agreement was amended in October 2023 to reflect additional securities issued by Cycurion and to extend the termination date [117]. - The company may need to obtain additional financing to complete the business combination or to redeem a significant number of public shares [132]. - The company has engaged A.G.P. as an advisor for the business combination, with a fee arrangement amended to include the distribution of 250,000 shares of common stock instead of cash [139]. - The company entered into a promissory note with Cycurion for $200,000, with an interest rate of 5% per annum, payable upon the consummation of the business combination or by January 11, 2024 [140]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination [123]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) with Alpha, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [141]. - The FPA allows Alpha to accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days [141]. - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period until exercised [146]. Equity and Market Risk - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events outside the Company's control [147]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [149]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [151].

Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $332,537, which included $216,126 in professional fees and general administrative expenses [121]. - For the six months ended June 30, 2023, the company had a net loss of $504,148, consisting of $619,998 in professional fees and general administrative expenses [123]. - The company incurred net cash used in operating activities of $490,930 for the six months ended June 30, 2023, primarily due to a net loss of $504,148 [126]. - As of June 30, 2023, the Company reported no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [138]. Cash and Working Capital - As of June 30, 2023, the company had $258,551 in cash held outside of the Trust Account and a working capital deficit of $2,191,908 [125]. - The company had net cash provided by investing activities of $109,376,586 for the six months ended June 30, 2023, primarily due to withdrawals from the Trust Account [126]. Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, Inc., with plans to close the Business Combination by January 11, 2024 [115]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and may need additional financing to complete the Business Combination [128]. - The merger agreement may be terminated if not consummated by January 11, 2024, or if certain proposals fail to receive the requisite vote for approval [119]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) with Alpha, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [136]. - The FPA includes conditions for Alpha to accelerate the Put Date to six or nine months post-BC Closing if certain criteria are met, including a VWAP Price below $3.00 per share for 20 trading days [136]. - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period, with changes recognized in the statements of operations [141]. Equity and Accounting Standards - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events outside the Company's control [143]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [144]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards [130]. Market Risk - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [146].

Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $171,611, compared to a net loss of $590,409 for the same period in 2022[110][111]. - Net cash used in operating activities for the three months ended March 31, 2023, was $393,175, primarily due to the net loss and changes in fair value of derivative liabilities[113]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the Business Combination[109]. Cash and Working Capital - As of March 31, 2023, the company had $386,306 in cash held outside of the Trust Account and a working capital deficit of $2,062,980[112]. - The company generated non-operating income in the form of interest income from the proceeds of the IPO placed in the Trust Account[109]. Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, Inc., with the intention of closing the Business Combination by May 31, 2023[104][108]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete the Business Combination[115]. - The merger agreement may be terminated if the merger is not consummated by May 31, 2023, or if certain proposals fail to receive the requisite vote for approval[108]. Advisory and Fees - The company has engaged A.G.P. as an advisor for the Business Combination, with a fee arrangement of 4.5% of the gross proceeds of the IPO, amounting to $5,175,000[122]. Regulatory and Accounting Standards - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[117]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[128]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report[130]. Equity and Stock - The Company has 11,500,000 shares of common stock subject to possible redemption classified as temporary equity, presented outside of stockholders' equity on the balance sheet[127].

Financial Position and Capital Requirements - As of March 27, 2023, approximately $386,306 remained available outside the Trust Account to fund working capital requirements[110] - The company may need to seek additional loans from its Sponsor to fund its search for an initial business combination, taxes, and completion of the business combination[109] - The balance of the Trust Account was approximately $7.9 million as of March 27, 2023[124] - If the balance of the Trust Account is reduced below $116,150,000 due to negative interest rates, the per-share redemption amount may be less than $10.10[124] - The company has authorized the issuance of up to 50,000,000 shares of common stock and 1,000,000 shares of preferred stock, with 35,249,000 shares authorized but unissued immediately after the IPO[177] - As of December 31, 2022, the company had $809,481 in its operating bank accounts and a working capital surplus of $248,249, raising substantial doubt about its ability to continue as a going concern[236] Redemption and Liquidation - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account, with potential for less in certain circumstances[110] - Public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account if the initial business combination is not completed[124] - If the company does not complete its initial business combination, public stockholders may only receive approximately $10.10 per share or less upon liquidation[139] - Stockholders holding more than 15% of shares will lose the ability to redeem shares beyond that threshold if stockholder approval is sought without conducting redemptions[111] - Public stockholders wishing to redeem shares must comply with specific requirements, which may complicate the redemption process[208] - If the initial business combination is not consummated, stockholders may only receive $10.10 per share or less upon redemption, and the warrants will become worthless[218] Business Combination and Acquisition Risks - The company may seek initial business combination opportunities with early-stage or financially unstable businesses, which could lead to volatile revenues[142] - Management has virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate, which may not align with stockholders' best interests[141] - The company is not required to obtain an independent investment banking firm's opinion on the fairness of the acquisition price, relying instead on its board of directors' judgment[145] - The company may face intense competition from established entities with greater resources in pursuing initial business combinations[214] - The company may face significant income, withholding, and other tax obligations in multiple jurisdictions, which could adversely affect after-tax profitability and financial condition[153] Governance and Management Interests - The company’s officers and directors may have financial interests that differ from public stockholders, influencing their motivation to complete the initial business combination[175] - The personal and financial interests of the company’s officers and directors may influence their motivation in selecting a target for the initial business combination[165] - Key personnel may negotiate employment or consulting agreements with target businesses, potentially leading to conflicts of interest in determining the most advantageous initial business combination[154] - The company’s management team has significant experience, but their involvement in other companies may lead to litigation or investigations that could impede the identification of target businesses[162] Securities and Market Considerations - The company may issue shares at a price less than the prevailing market price during the initial business combination, potentially diluting existing shareholders[182] - The potential issuance of additional shares upon exercise of warrants could make the company a less attractive vehicle for initial business combinations, increasing the cost of acquiring target businesses[202] - The company may redeem outstanding warrants at a price of $0.01 per warrant if the last reported sales price of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period[199] - The exercise of public warrants on a cashless basis will result in holders receiving fewer shares than if they exercised for cash, reducing the potential upside of their investment[189] - The registration of a significant number of securities for trading may adversely affect the market price of the company's common stock[207] Regulatory and Compliance Issues - The company must ensure that investment securities do not constitute more than 40% of total assets to avoid being regulated as an investment company[127] - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition[225] - The company’s amended certificate designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of actions, which may limit stockholders' ability to obtain a favorable judicial forum[239] - The company’s independent registered public accounting firm expressed substantial doubt about its ability to continue as a "going concern" in their report[236] Miscellaneous - The company may face write-downs or impairments post-business combination, which could negatively impact reported earnings and market perceptions[113] - Indemnification claims against directors and officers may not be satisfied if the company lacks sufficient funds outside the Trust Account[118] - Stockholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of their shares[119] - The company does not intend to comply with certain Delaware General Corporation Law procedures for liquidating distributions, which may increase stockholder liability[120] - The company may extend the deadline to consummate its initial business combination from January 11, 2023, to July 11, 2023, at a cost of $10,000 per extension, totaling up to $60,000 for six extensions[237] - The company has no obligation to net cash settle the warrants, which may lead to the warrants becoming worthless[199] - The company has no changes or disagreements with accountants on accounting and financial disclosure[286]