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 [127]. - 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 [129]. - 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 [132]. - As of September 30, 2023, the company reported no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [147]. Cash and Working Capital - As of September 30, 2023, the company had $302,582 in cash held outside of the Trust Account and a working capital deficit of $2,870,709 [131]. Acquisition Plans - 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 [120]. - The merger agreement was amended in October 2023 to reflect the issuance of additional securities by Cycurion and to extend the termination date [120]. - The company expects to continue incurring significant costs in pursuit of acquisition plans and may need additional financing to complete the business combination [135]. - The company has entered into a promissory note with Cycurion for $200,000, which is payable upon the consummation of the business combination or by January 11, 2024 [143]. - 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 [126]. - The company may face substantial doubt about its ability to continue as a going concern if it is unable to complete the business combination [136]. Forward Share 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 [144]. - 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 [144]. Accounting and Reporting - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period until exercised [149]. - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events [150]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [152]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [154].
Western Acquisition Ventures(WAVS) - 2023 Q3 - Quarterly Report