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].
Western Acquisition Ventures Corp.(WAVSU) - 2023 Q2 - Quarterly Report