Management and Leadership - James P. McCormick was appointed as CEO and CFO effective December 27, 2023, bringing extensive experience from British American Tobacco and KushCo Holdings[33]. - The previous board of directors resigned on December 28, 2023, due to potential excise tax liabilities under the Inflation Reduction Act[30]. - The company currently has one executive officer who will devote time as necessary until the initial business combination is completed[64]. Acquisition Strategy - The company entered into a Merger Agreement with Cycurion, which is expected to be completed by July 11, 2024, with the Trust Account holding approximately $117.3 million at the time of the agreement[55]. - The acquisition strategy targets sectors including infrastructure, health, financial technology, and cybersecurity, aiming for companies with strong growth prospects and recurring revenue[41]. - The company seeks to acquire businesses with an enterprise value exceeding $500 million, although it remains open to smaller or larger targets[50]. - The management team emphasizes sourcing targets through proprietary channels and leveraging industry relationships to enhance acquisition opportunities[42]. - The company plans to structure the initial business combination to ensure current shareholders retain a significant ownership stake in the resulting entity[56]. - The board of directors will determine the fair market value of the initial business combination, with independent valuation opinions sought if necessary[55]. - The management team has extensive experience in sourcing, structuring, and integrating acquisitions, which is expected to drive operational improvements and long-term value[44]. Financial Compliance and Reporting - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[61]. - The company intends to take advantage of the extended transition period for complying with new accounting standards, delaying adoption until they apply to private companies[62]. - The company received a notification from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a compliance plan submitted by March 22, 2024[65]. - The company is actively working to regain compliance with Nasdaq's Majority Independent Board rule and has a cure period until December 28, 2024, to address this issue[66]. - The company is evaluating various courses of action to achieve compliance with Nasdaq listing requirements[68]. Market and Competition - The company faces intense competition from other entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses[59]. - As of December 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury bills or money market funds[312]. Liquidation and Shareholder Returns - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[59]. - The company aims to generate attractive returns for shareholders by completing high-quality mergers at favorable valuations[43].
Western Acquisition Ventures(WAVS) - 2023 Q4 - Annual Report