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 $93,954 in interest income from marketable securities [131]. - 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 $283,114 in interest income from marketable securities [133]. - Net cash used in operating activities for the six months ended June 30, 2023, was $490,930, primarily due to a net loss of $504,148 [136]. - The company expects to continue incurring significant costs related to being a public company and searching for a Business Combination [130]. 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 [135]. 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 January 11, 2024 [125]. - The company incurred significant costs in pursuit of acquisition plans and may need additional financing to complete the Business Combination [140]. - The merger agreement may be terminated if the merger is not consummated by January 11, 2024, or if certain proposals fail to receive the requisite vote for approval [129]. Shareholder Agreements - 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 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 [148]. Equity and Liabilities - The Company has 11,876,000 potential shares from Public Warrants and Private Placement Warrants excluded from diluted earnings per share calculations for the periods ended June 30, 2023, and 2022 [150]. - The Forward Purchase Agreement is classified as a liability and is subject to re-measurement at each reporting period until exercised [154]. - As of January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, outside of stockholders' equity [156]. Accounting Standards and Market Risk - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [157]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [159].
Western Acquisition Ventures(WAVS) - 2023 Q2 - Quarterly Report