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]

Financial Performance - For the six months ended June 30, 2022, the company reported a net loss of $1,312,809, which included $1,412,448 in professional fees and general administrative expenses, offset by a net gain of $99,639 on marketable securities [92]. - Net cash used in operating activities for the six months ended June 30, 2022, was $984,354, primarily due to the net loss and changes in working capital [95]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial Business Combination [91]. Cash and Financing - As of June 30, 2022, the company had $618,599 in cash held outside of the Trust Account and a working capital surplus of $38,990 [93]. - The company generated net cash provided by financing activities amounting to $117,749,000, mainly from IPO proceeds and private placement [95]. - The underwriters fully exercised their over-allotment option, purchasing 1,500,000 Units at $10.00 per Unit, resulting in an underwriting fee of $500,000 [101][102]. - The company has engaged A.G.P. as an advisor for the initial Business Combination, with a fee of 4.5% of the gross proceeds of the IPO, totaling $5,175,000 [103]. Business Combination and Future Plans - The company has until January 13, 2023, to complete a Business Combination, or it will face mandatory liquidation and dissolution [97]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete a Business Combination [96]. Regulatory Classification - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards [98].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $590,409, which included $530,687 in professional fees and general administrative expenses, and a loss of $59,722 on marketable securities in the Trust Account[89]. - Net cash used in operating activities for the three months ended March 31, 2022, was $802,186, primarily due to the net loss and changes in working capital[92]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial Business Combination[88]. Cash and Assets - As of March 31, 2022, the company had $800,727 in cash held outside of the Trust Account and a working capital surplus of $853,883[90]. - The company incurred net cash used in investing activities of $116,150,000 due to the IPO proceeds deposited into the Trust Account[92]. - As of March 31, 2022, the company had 11,500,000 shares of common stock subject to possible redemption, classified as temporary equity[106]. Business Combination Plans - The company has until January 13, 2023, to consummate a Business Combination, after which mandatory liquidation and dissolution may occur if not completed[94]. - The company has engaged A.G.P. as an advisor for its initial Business Combination, with a fee of 4.5% of the gross proceeds of the IPO, amounting to $5,175,000[100]. - The company expects to continue incurring significant costs in pursuit of its acquisition plans and may need additional financing to complete its Business Combination[93]. Revenue Expectations - The company generated non-operating income in the form of interest income from the IPO proceeds placed in the Trust Account, but does not expect to generate operating revenues until after completing its initial Business Combination[88].

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Western Acquisition Ventures Corp. is a blank check company formed to effect a business combination, targeting sectors like infrastructure, health, and fintech, leveraging management's expertise - The company is a blank check company formed on April 28, 2021, to effect an initial business combination. It may pursue a target in any industry but intends to focus on sectors where its management has expertise, including infrastructure, health, fintech, SaaS, and hospitality[17](index=17&type=chunk)[18](index=18&type=chunk)[26](index=26&type=chunk) IPO Details | Detail | Value / Date | | :--- | :--- | | IPO Closing Date | January 14, 2022 | | Units Sold in IPO | 11,500,000 | | Price Per Unit | $10.00 | | Gross Proceeds from IPO | $115,000,000 | | Private Placement Units | 376,000 units at $10.00 each | | Gross Proceeds from Private Placement | $3,760,000 | | Amount in Trust Account (as of March 21, 2022) | $116,061,360.52 | - The company has **12 months** from its IPO closing (until January 13, 2023) to complete a business combination. This period can be extended up to two times, each by **3 months** (for a total of **18 months**), by depositing **$1,150,000** into the trust account for each extension[21](index=21&type=chunk) - The management team is led by CEO Stephen Christoffersen and CFO William Lischak, who collectively have over fifty years of industry and investment experience. The board includes experienced directors Ade Okunubi, Ali Jahangiri, Robin L. Smith, and Adam K. Stern[28](index=28&type=chunk) [Risk Factors](index=17&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks as a SPAC, including failure to complete a business combination, conflicts of interest, and potential shareholder dilution - The company is a SPAC with no operating history and must complete an initial business combination within **12 to 18 months** of its IPO closing. Failure to do so will result in liquidation and disbursement of trust funds to shareholders, rendering warrants worthless[79](index=79&type=chunk)[91](index=91&type=chunk) - Management and the Sponsor have conflicts of interest. Their founder shares and private placement units will be worthless if a business combination is not completed, creating a strong incentive to finalize a deal, which may not be in the best interest of public stockholders[162](index=162&type=chunk)[169](index=169&type=chunk) - The nominal price paid by the Sponsor for founder shares (~**$0.0087 per share**) could lead to substantial profit for insiders even if the acquired business declines in value, creating significant dilution for public investors who paid **$10.00 per unit**[174](index=174&type=chunk)[176](index=176&type=chunk) - The company is an "emerging growth company" under the JOBS Act, which allows for reduced disclosure requirements and delayed adoption of new accounting standards, potentially making its financial statements not comparable to other public companies[73](index=73&type=chunk)[226](index=226&type=chunk) - The auditor's report expresses substantial doubt about the company's ability to continue as a "going concern" due to the risk of mandatory liquidation if a business combination is not completed within the required timeframe[228](index=228&type=chunk) [Unresolved Staff Comments](index=66&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments from the SEC - Not applicable[246](index=246&type=chunk) [Properties](index=66&type=section&id=ITEM%202.%20PROPERTIES) The company leases executive offices in New York, NY, which are considered adequate for current operations - The company leases its executive offices in New York, NY for administrative purposes[247](index=247&type=chunk) [Legal Proceedings](index=66&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any material legal proceedings - The company is not currently a party to any material litigation or other legal proceedings[248](index=248&type=chunk) [Mine Safety Disclosures](index=66&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not Applicable[249](index=249&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=66&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's units trade on NASDAQ, with common stock and warrants expected to trade separately, and no dividends are planned prior to a business combination - The company's units trade on NASDAQ under "WAVSU". The common stock and warrants are expected to trade separately on or about April 11, 2022, under symbols "WAVS" and "WAVSW", respectively[251](index=251&type=chunk) - As of March 21, 2022, there were **14,751,000 shares of common stock** issued and outstanding[252](index=252&type=chunk) - The company has not paid any cash dividends and does not intend to do so prior to completing an initial business combination[253](index=253&type=chunk) - Simultaneously with the IPO, the Sponsor purchased **376,000 Private Placement Units** at **$10.00 per unit** for gross proceeds of **$3,760,000**[257](index=257&type=chunk) [Selected Financial Data](index=68&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This item is not applicable as the company qualifies as a smaller reporting company - Not applicable to smaller reporting companies[262](index=262&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=68&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) As a pre-operational blank check company, it incurred a net loss and faces substantial doubt about its going concern ability due to the business combination deadline - The company has not engaged in any operations or generated any revenue. Its activities from inception (April 28, 2021) through December 31, 2021, were organizational and IPO-related[268](index=268&type=chunk) Financial Metric (as of Dec 31, 2021) | Financial Metric | Value (as of Dec 31, 2021) | | :--- | :--- | | Net Loss | $11,371 | | Cash | $3,913 | | Working Capital Deficit | $309,487 | - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed by the deadline (January 13, 2023, or up to 18 months if extended)[273](index=273&type=chunk)[406](index=406&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is not subject to material market or interest rate risk, with trust account funds invested in short-term U.S. government obligations - The company is not subject to any material market or interest rate risk. Proceeds from the IPO held in the trust account are invested in short-term U.S. government treasury bills or money market funds, minimizing interest rate risk[282](index=282&type=chunk) [Financial Statements and Supplementary Data](index=72&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item references the company's audited financial statements and supplementary data included in the report - This item refers to the financial statements included on pages F-1 through F-17 of the report[283](index=283&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=72&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) The company reports no disagreements with its accountants on accounting principles, financial disclosure, or auditing scope - None[284](index=284&type=chunk) [Controls and Procedures](index=73&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal controls reported - As of December 31, 2021, the company's disclosure controls and procedures were deemed effective by management[285](index=285&type=chunk) - The annual report does not include a management assessment on internal control over financial reporting, as allowed for newly public companies[287](index=287&type=chunk) [Other Information](index=73&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company reports no other information - None[289](index=289&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=73&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's leadership, board structure, and potential conflicts of interest stemming from officers' and directors' other affiliations Directors and Executive Officers | Name | Position | | :--- | :--- | | Stephen Christoffersen | Chief Executive Officer and Director | | William Lischak | Chief Financial Officer and Director | | Ade Okunubi | Director | | Ali Jahangiri | Director | | Robin L. Smith | Director | | Adam K. Stern | Director | - The Board has established an Audit Committee, a Nominating Committee, and a Compensation Committee, each with a charter and composed of independent directors[299](index=299&type=chunk) - Potential conflicts of interest are disclosed, noting that officers and directors are not required to commit their full time to the company's affairs and may have pre-existing fiduciary duties to other entities[307](index=307&type=chunk)[309](index=309&type=chunk) - The company has adopted a code of ethics applicable to all directors, officers, and employees[326](index=326&type=chunk) [Executive Compensation](index=84&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) No executive officers have received cash compensation, but out-of-pocket expenses incurred on behalf of the company are eligible for reimbursement - No executive officer has received any cash compensation for services rendered. No compensation of any kind will be paid to initial stockholders, directors, or their affiliates prior to or for services to effectuate a business combination[328](index=328&type=chunk) - Individuals will be reimbursed for out-of-pocket expenses incurred in connection with company activities, such as identifying potential target businesses[328](index=328&type=chunk)[329](index=329&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=86&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details the beneficial ownership of the company's common stock, with the Sponsor as the largest beneficial owner Beneficial Ownership of Common Stock | Name of Beneficial Owner | Approximate Percentage of Outstanding Common Stock | | :--- | :--- | | Western Acquisition Ventures Sponsor LLC | 16.95% | | A.G.P./Alliance Global Partners | 5.08% | | William Lischak (Director) | 16.95% | | Feis Equities LLC | 5.55% | | Alpha Captal Anstalt | 6.22% | | All directors and executive officers as a group (six individuals) | 12.53% | - The initial stockholders beneficially owned approximately **20%** of the issued and outstanding shares of common stock immediately following the IPO[320](index=320&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=86&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section describes related-party transactions, including the sale of Founder Shares and promissory notes, and identifies independent directors - The Sponsor acquired Founder Shares for an aggregate price of **$25,000**. These shares are subject to a lock-up period until one year after the initial business combination, with certain early release provisions[330](index=330&type=chunk)[331](index=331&type=chunk) - The Sponsor provided a promissory note of up to **$300,000** for IPO-related expenses. The outstanding balance of **$80,000** as of December 31, 2021, was repaid in full on January 14, 2022[332](index=332&type=chunk) - The company's officers and directors may provide Working Capital Loans to finance transaction costs. These loans would be repaid upon a business combination or could be convertible into units at **$10.00 per unit**[333](index=333&type=chunk) - The board has determined that Ade Okunubi, Ali Jahangiri, Robin L. Smith, and Adam K. Stern are independent directors[345](index=345&type=chunk) [Principal Accountant Fees and Services](index=90&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company's principal accountant, Marcum LLP, was paid approximately $36,050 for audit fees for the period ended December 31, 2021 Principal Accountant Fees | Fee Category | Amount (for period ended Dec 31, 2021) | | :--- | :--- | | Audit Fees | ~$36,050 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | Part IV [Exhibits and Financial Statement Schedules](index=90&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements and all exhibits filed as part of the Form 10-K, including key corporate and IPO-related documents - This item lists all exhibits filed with the report, including the Amended and Restated Certificate of Incorporation (Ex. 3.1), Warrant Agreement (Ex. 4.1), Investment Management Trust Agreement (Ex. 10.3), and Underwriting Agreement (Ex. 10.12)[356](index=356&type=chunk)[359](index=359&type=chunk)[360](index=360&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=96&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report expresses substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation provision - The auditor's report contains an explanatory paragraph regarding "Going Concern," raising substantial doubt about the Company's ability to continue due to the mandatory liquidation requirement if a business combination is not completed by January 13, 2023[371](index=371&type=chunk) [Financial Statements Data](index=97&type=section&id=Financial%20Statements%20Data) The financial statements cover the period from inception to December 31, 2021, detailing assets, liabilities, net loss, and trust account funding post-IPO Balance Sheet (as of Dec 31, 2021) | Balance Sheet (as of Dec 31, 2021) | Amount ($) | | :--- | :--- | | **Assets** | | | Cash | 3,913 | | Deferred offering costs | 323,116 | | **Total Assets** | **327,029** | | **Liabilities & Equity** | | | Total current liabilities | 313,400 | | Total stockholders' equity | 13,629 | | **Total Liabilities and Stockholders' Equity** | **327,029** | Statement of Operations (Inception to Dec 31, 2021) | Statement of Operations (Inception to Dec 31, 2021) | Amount ($) | | :--- | :--- | | General and administrative expense | 8,971 | | Franchise tax | 2,400 | | **Net Loss** | **(11,371)** | - The company's IPO on January 14, 2022, resulted in **$116,150,000 ($10.10 per Unit)** being placed in a trust account[393](index=393&type=chunk) - The company must complete a business combination with a fair market value of at least **80%** of the assets held in the Trust Account at the time of the agreement[395](index=395&type=chunk)