Western Acquisition Ventures Corp.(WAVSU)

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Western Acquisition Ventures Corp.(WAVSU) - 2024 Q4 - Annual Report
2025-04-17 11:40
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].
Western Acquisition Ventures Corp.(WAVSU) - 2024 Q3 - Quarterly Report
2024-12-09 13:01
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].
Western Acquisition Ventures Corp.(WAVSU) - 2024 Q2 - Quarterly Report
2024-09-30 20:49
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41214 Western Acquisition Ventures Corp. (Exact name of registrant as specified in its charter) Delaware (State or Othe ...
Western Acquisition Ventures Corp.(WAVSU) - 2024 Q1 - Quarterly Report
2024-07-31 00:21
Table of Contents Title of each class Trading symbol Name of each exchange on which registered Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock WAVSU The Nasdaq Stock Market LLC Common Stock, par value $0.0001 per share WAVS The Nasdaq Stock Market LLC Warrants WAVSW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q4 - Annual Report
2024-04-25 23:54
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].
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q3 - Quarterly Report
2023-11-14 22:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-41214 Western Acquisition Ventures Corp. (Exact name of registrant as specified in its charter) Delaware (State or ...
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q2 - Quarterly Report
2023-08-21 20:37
Table of Contents Title of each class Trading symbol Name of each exchange on which registered Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock WAVSU The Nasdaq Stock Market LLC Common Stock, par value $0.0001 per share WAVS The Nasdaq Stock Market LLC Warrants WAVSW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q1 - Quarterly Report
2023-05-22 21:24
Table of Contents Title of each class Trading symbol Name of each exchange on which registered Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock WAVSU The Nasdaq Stock Market LLC Common Stock, par value $0.0001 per share WAVS The Nasdaq Stock Market LLC Warrants WAVSW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...
Western Acquisition Ventures Corp.(WAVSU) - 2022 Q4 - Annual Report
2023-03-31 20:38
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number: 001-41214 WESTERN ACQUISITION VENTURES CORP. (Exact name of registrant as specified in its charter) Delawar ...
Western Acquisition Ventures Corp.(WAVSU) - 2022 Q3 - Quarterly Report
2022-11-10 21:18
Financial Performance - For the nine months ended September 30, 2022, the company reported a net loss of $1,075,657, which included $1,691,594 in professional fees and general administrative expenses, offset by a net gain of $615,937 on marketable securities [96]. - Net cash used in operating activities for the nine months ended September 30, 2022, was $1,075,657, primarily due to the net loss and changes in working capital [98]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [95]. Cash Position - As of September 30, 2022, the company had $475,809 in cash held outside of the Trust Account and a working capital surplus of $56,014 [97]. - The company incurred net cash used in investing activities of $116,150,000, attributed to the proceeds of the IPO deposited into the Trust Account [100]. - Net cash provided by financing activities was $117,749,000, mainly from the IPO proceeds and private placement [100]. Business Combination Concerns - The company has until January 13, 2023, to consummate a Business Combination, raising concerns about its ability to continue as a going concern if not completed [102]. - The company may need to obtain additional financing to complete its Business Combination or to address potential redemptions of public shares [101]. - The company has engaged A.G.P. as an advisor for a Business Combination, agreeing to pay a fee of 4.5% of the gross proceeds of the IPO, totaling $5,175,000 [109]. Shareholder Equity - As of September 30, 2022, the company had 11,500,000 shares of common stock subject to possible redemption, classified as temporary equity [113].