Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024


☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission File Number: 001-41214

Western Acquisition Ventures Corp.

(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation or Organization)		86-3720717 (I.R.S. Employer Identification No.)
	42 Broadway, 12th Floor New York, New York 10004 (Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 740-0710

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock	WAVSU	The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share	WAVS	The Nasdaq Stock Market LLC
Warrants	WAVSW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐		Non-accelerated filer ☒
Smaller reporting company ☒		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of December 9, 2024, 3,424,879 shares of the registrant’s common stock were outstanding.

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WESTERN ACQUISITION VENTURES CORP.

INDEX


		PAGE NUMBER
PART I FINANCIAL INFORMATION		2

Item 1.	Interim Condensed Financial Statements	2

	Consolidated Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	2

	Unaudited Consolidated Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023	3

	Unaudited Consolidated Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023	4

	Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023	5

	Notes to Unaudited Consolidated Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

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FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). The statements contained in this Report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about our:

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ability to complete our initial business combination;

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success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

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potential ability to obtain additional financing to complete our initial business combination;

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pool of prospective target businesses;

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the ability of our officers and directors to generate a number of potential investment opportunities;

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potential change in control if we acquire one or more target businesses for stock;

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the potential liquidity and trading of our securities;

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the lack of a market for our securities;

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use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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financial performance following our initial public offering; or

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depleting resources available for an initial business combination on negotiations and diligence of a target that ultimately does not consummate such that remaining resources are insufficient to complete an initial business combination with another target.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 26, 2024 (the “2023 Annual Report”), and our subsequent reports, including this Report and Current Reports on Form 8-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws or if management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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PART I – FINANCIAL INFORMATION

Item 1. INTERIM CONDENSED FINANCIAL STATEMENTS

WESTERN ACQUISITION VENTURES CORP.

CONSOLIDATED CONDENSED BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Restricted Cash	$	45,150	$	8,651
Due from Cycurion- promissory note		185,000		—
Due from Sponsor		63,319		99,961
Prepaid expenses and other assets		20,250		9,338
Total current assets		313,719		117,950

Investments held in Trust Account		2,600,462		3,293,966
TOTAL ASSETS	$	2,914,181	$	3,411,916
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,852,546	$	1,099,166
Due to Trust Account		63,319		99,961
Loan payable		576,175		204,222
Promissory note- related party		230,000		—
Advance from sponsor		76,000		—
Derivative liability-Forward Purchase Agreement		—		665,116
Excise tax payable		1,149,502		1,143,296
Income tax payable		12,500		72,824
Franchise tax payable		18,000		21,247
Total liabilities		3,978,042		3,305,832

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption, $0.0001 par value, 246,472 and 305,410 shares at redemption value of approximately $10.87 and $10.83 per share as of September 30, 2024 and December 31, 2023, respectively		2,678,431		3,308,364

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000 shares issued and outstanding (excluding 246,472 and 305,410 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023, respectively		324		324
Additional paid-in capital		119,521		—
Accumulated deficit		(3,862,137)		(3,202,604)
Total stockholders’ deficit		(3,742,292)		(3,202,280)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	2,914,181	$	3,411,916

The accompanying notes are an integral part of these unaudited Consolidated Condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
OPERATING EXPENSES
Professional fees and other expenses	$	375,004	$	(247,757)	$	1,211,464	$	(790,882)
Franchise tax		—		800		(3,247)		(21,250)
LOSS FROM OPERATIONS		(375,004)		(246,957)		(1,208,217)		(812,132)
Other (expense) income:
Interest earned and unrealized loss on marketable securities held in Trust Account		―		48,576		―		331,690
Change in fair value of forward purchase agreement		―		(45,239)		665,116		(212,503)
Expense related to Non-Redemption Agreement		—		—		(127,224)		—
TOTAL OTHER LOSS BEFORE TAXES		(375,004)		(243,620)		(670,325)		(692,945)
Income Tax Expense		―		(10,013)		—		(64,836)
NET LOSS	$	(375,004)	$	(253,633)	$	(670,325)	$	(757,781)
Weighted average shares outstanding of Common Stock subject to possible redemption		246,472		355,933		263,211		1,023,640
Basic and diluted net loss per share, Common Stock subject to possible redemption	$	(0.11)	$	(0.07)	$	(0.19)	$	(0.18)
Weighted average shares outstanding of Common Stock not subject to possible redemption		3,251,000		3,251,000		3,251,000		3,251,000
Basic and diluted net loss per share, Common Stock not subject to possible redemption	$	(0.11)	$	(0.07)	$	(0.19)	$	(0.18)

The accompanying notes are an integral part of these unaudited Consolidated Condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


				Additional				Total
	Common stock			paid-in		Accumulated		stockholders’
	Shares	Amount		capital		deficit		deficit
Balance December 31, 2023	3,251,000	$	324	$	—	$	(3,202,604)	$	(3,202,280)
Excise tax liability arising from redemption of Class A shares	—		—		—		(3,274)		(3,274)
Reduction of carrying value to redemption value due to tax	—		—		—		17,000		17,000
Net income	—		—		—		408,380		408,380
Balance March 30, 2024	3,251,000	$	324	$	—	$	(2,780,498)	$	(2,780,174)
Excise tax liability arising from redemption of Class A shares	—		—		―		(2,934)		(2,934)
Expense related to the Issuance of Non-Redemption agreements	—		—		127,224		―		127,224
Increase of carrying value to redemption value due to change in tax	—		—		(7,745)		―		(7,745)
Net loss	—		—		—		(703,701)		(703,701)
Balance June 30, 2024	3,251,000	$	324	$	119,479	$	(3,487,133)	$	(3,367,330)
Increase of carrying value to redemption value due to change in tax	—		—		42		―		42
Net loss	—		—		—		(375,004)		(375,004)
Balance September 30, 2024	3,251,000	$	324	$	119,521	$	(3,862,137)	$	(3,742,292)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


				Additional				Total
	Common stock			paid-in		Accumulated		stockholders’
	Shares	Amount		capital		deficit		deficit
Balance December 31, 2022	3,251,000	$	324	$	1,605,560	$	(1,862,271)	$	(256,387)
Forward purchase agreement	—		—		(430,021)		—		(430,021)
Excise tax liability arising from redemption of shares	—		—		(1,094,366)		—		(1,094,366)
Accretion of Common Stock subject to possible redemption to redemption value	—		—		(81,173)		(89,488)		(170,661)
Net loss	—		—		—		(171,611)		(171,611)
Balance March 31, 2023	3,251,000		324		—		(2,123,370)		(2,123,046)
Accretion of Common Stock subject to possible redemption to redemption value	—		—		―		(95,533)		(95,533)
Net loss	—		—		—		(332,537)		(332,537)
Balance June 30, 2023	3,251,000		324		—		(2,551,440)		(2,551,116)
Excise tax liability arising from redemption of Class A shares	—		—		—		(48,930)		(48,930)
Accretion of Common Stock subject to possible redemption to redemption value	—		—		—		(39,463)		(39,463)
Net loss	—		—		—		(253,633)		(253,633)
Balance September 30, 2023	3,251,000	$	324	$	—	$	(2,893,466)	$	(2,893,142)

The accompanying notes are an integral part of these unaudited Consolidated Condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(670,325)	$	(757,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned and unrealized loss on marketable securities held in Trust Account		—		(331,690)
Change in fair value of derivative liability – Forward Purchase Agreement		(665,116)		212,503
Expense related to the Issuance of Non-Redemption agreements		127,224		—
Changes in operating assets and liabilities:
Prepaid expenses		(10,912)		182,370
Accounts payable, accrued expenses and income tax payable		753,380		188,105
Income Tax Payable		(60,324)		—
Franchise tax payable		(3,247)		(142,000)
Interest on loan payable		17,684		1,694
Net cash used in operating activities		(511,636)		(646,799)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account to pay franchise and income taxes		72,866		—
Cash deposited to Trust Account		—		(60,100)
Cash paid in connection with Cycurion promissory note		(185,000)		—
Cash withdrawn from Trust Account in connection with redemption		620,636		114,329,594
Net cash provided by investing activities		508,502		114,269,494

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Loans outstanding		354,269		200,000
Proceeds from Sponsor Promissory Note		230,000		—
Proceeds from Sponsor Advance		76,000		—
Redemption of Common Stock		(620,636)		(114,329,594)
Net cash provided by (used in) financing activities		39,633		(114,129,594)

NET CHANGE IN CASH		36,499		(506,899)
CASH, BEGINNING OF PERIOD		8,651		809,481
CASH, END OF PERIOD	$	45,150	$	302,582

Supplemental disclosure of noncash activities:
Issuance of Forward Purchase Agreement	$	—	$	430,021
Excise tax liability arising from redemption of shares	$	6,207	$	1,143,296
Accretion of common stock subject to redemption value	$	7,787	$	305,657
Reduction of carrying value to redemption value due to tax	$	17,000	$	—
Cash paid in connection with Cycurion promissory note	$	110,000	$	—
Cash received from Sponsor Promissory Note	$	110,000	$	—

Reconciliation of Cash and Restricted Cash:
Cash – Beginning of Year	$	—	$	—
Restricted Cash – Beginning of Year	$	8,651	$	—
Cash and Restricted Cash – Beginning of Year	$	8,651	$	—
Cash – End of Period	$	—	$	—
Restricted Cash – End of Period	$	45,150	$	—
Cash and Restricted Cash – End of Period	$	45,150	$	—

The accompanying notes are an integral part of these unaudited Consolidated Condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

September 30, 2024

Note 1 – Description of Organization and Business Operations and Liquidity

Western Acquisition Ventures Corp. (the “Company”) was incorporated in Delaware on April 28, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2024, the Company had not commenced any operations. All activity from April 28, 2021 (inception) through September 30, 2024, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 11, 2022. On January 14, 2022, the Company consummated the IPO of 10,000,000 units (“Units”) with respect to the common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one share of common stock and one redeemable warrant (the “Public Warrants”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO, the Company consummated the sale of 361,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Western Acquisition Ventures Sponsor LLC (the “Sponsor”), generating gross proceeds of $3,610,000 which is described in Note 4.

Simultaneously with the closing of the IPO, and the sale of the Private Placement Units, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $15,000,000. Simultaneously with the exercise of the overallotment option, the Company consummated the private placement of an additional 15,000 Private Placement Units to the Sponsor, generating gross proceeds of $150,000.

As of September 30, 2024, offering costs for the IPO amounted to $1,029,116, consisting of $500,000 of underwriting fees and $529,116 of other costs. The Company was to pay Alliance Global Partners (“A.G.P.”) a business combination marketing agreement fee in an amount equal to 4.5% of the gross proceeds of the IPO (an aggregate amount due to A.G.P of $5,175,000) if the Company is successful in completing a Business Combination from the amounts being held in the Trust Account (as defined below). If the Company is not successful in completing a Business Combination, A.G.P. will not be entitled to any of this fee (see Note 6). In connection with the Business Combination contemplated with Cycurion Inc. (“Cycurion”), A.G.P., and the Company amended the fee arrangement whereby rather than the cash fee described above, the Company will distribute 250,000 shares of common stock.

Following the closing of the IPO and Overallotment Units, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3), and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, and (ii) the distribution of the Trust Account, as described below.

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Substantially, all of the net proceeds of the IPO and the sale of the Private Placement Units are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect such a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination; or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (to be approximately $10.83 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options.” The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either: (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument; or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor, officers, and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment.

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On January 9, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting. At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from January 11, 2024 through and including April 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if necessary, based upon the tabulated vote at the time of the Special Meeting. As a result of the virtual special meeting the Company’s stockholders elected to redeem an aggregate of 31,143 shares, each share valued at approximately $10.51 per share and totaling $327,375, which was removed from the Trust Account.

On February 6, 2024, the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(4) (the “First Letter”). The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq. Under Nasdaq Listing Rules, the Company had 45 calendar days, or until March 22, 2024, to provide Nasdaq with a specific plan to achieve and sustain compliance with all Nasdaq listing requirements, including the time frame for completion of the plan. On March 22, 2024, the Company submitted its compliance plan with Nasdaq in connection with the First Letter. If Nasdaq does not accept the Company’s plan to achieve compliance, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel. The Company is evaluating various courses of action to achieve compliance with the minimum publicly held shares continued listing standard.

On March 11, 2024, the Company received a letter from the Staff stating that due to the resignations of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire board of directors of the Company, effective December 27, 2023, which was previously reported in a current report on Form 8-K filed with the SEC on January 3, 2024, the Company no longer complies with Nasdaq’s Majority Independent Board rule, its Audit Committee Rule, or its Compensation Committee Rule as set forth in Listing Rule 5605(b)(1) (the “Second Letter”). In accordance with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq will provide the Company a cure period in order to regain compliance as follows: (i) until the earlier of the Company’s next annual stockholders’ meeting or December 28, 2024; or (ii) if the Company’s next annual stockholders’ meeting is held before June 25, 2024, then the Company must evidence compliance no later than June 25, 2024 (the “Cure Period”). If the Company fails to regain compliance within the Cure Period in connection with the Second Letter, the Nasdaq Listing Rules require the Staff to provide written notification to the Company that its securities will be delisted. The Company is actively engaged in efforts to regain compliance with the requirements set forth in Nasdaq Listing Rule 5605 and plans to regain compliance within the Cure Period provided by Nasdaq.

On April 10, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting. At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from April 11, 2024 through and including July 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting.

On April 11, 2024, Cycurion and certain private investors entered into agreements to acquire (i) shares of Series B Preferred Stock of Cycurion and (ii) Series B Warrants to purchase Cycurion common stock, which, in accordance with a securities purchase agreement and an exchange agreement among Cycurion and other parties thereto to be dated prior to the effective date of the Company’s registration statement on Form S-4, will be exchanged as of the effective time of the merger between the Company and Cycurion pursuant to the Merger Agreement for securities of the Company following the merger in the same form and on the same terms as the Cycurion Series B Preferred Stock and Series B Warrants (the “Series B Capital Raise”).

As a result of the Series B Capital Raise mentioned above, the Company received $254,269 into its operating bank account to be used for working capital expenses and tax obligations. As discussed above, during the three months ended March 31, 2024, the Company identified that a $108,611 excess of interest was erroneously withdrawn from the Trust Account and a portion was used for operating, which is not a permitted use of the Trust funds per the trust agreement. As of September 30, 2024, the Company has restricted cash of $45,150 and a receivable from the Sponsor of $63,319. The Company intends to deposit $63,319 back into the Trust Account or use the $63,319 (or a portion thereof) for tax obligations until a deposit is made into the trust on a future date.

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On July 2, 2024, the Company held a virtual special meeting of stockholders to vote on the proposals identified in the Proxy Statement for the Special Meeting. At the Special Meeting, the Company’s stockholders voted on a proposal to amend the Company’s Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination, such extension for an additional three (3)-month period, from July 11, 2024 through and including October 11, 2024, a proposal to amend the Company’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, LLC allowing the Company to extend the extended termination date by depositing into the Trust Account $100 and a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting.

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum LLP, and engaged WWC, P.C., as its independent auditor.

On August 6, 2024, the Company, Sponsor and RiverNorth SPAC Arbitrage Fund, LP (the “RiverNorth”) entered into a non-redemption agreement whereby the Sponsor plans to transfer to RiverNorth 5,000 shares each month over the next three months for agreeing not to redeem the 99,800 that it currently holds prior to the business combination.

On September 6, 2024, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”), which may serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company previously filed a Form 12b-25 with the SEC on August 14, 2024, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). Pursuant to the Nasdaq Letter, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q’s due date, or until February 17, 2025, for the Company to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules and expects that, with the filing of this Form 10-Q, it has regained compliance with Nasdaq Listing Rule 5250(c)(1).

On September 20, 2024, Sponsor agreed to loan the Company $230,000 for certain transaction expenses related to the Business Combination. On the same day, the Company loaned Cycurion $185,000 for certain transaction expenses in connection with Cycurion’s consummation of the Business Combination.

If the Company is unable to complete a Business Combination by January 11, 2025, the Company intends to: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay: (a) its income and franchise taxes and (b) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve, and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the time to consummate a business combination (the “Combination Period”). However, since the Initial Stockholders acquired Public Shares in the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. A.G.P. has agreed to waive its rights to its business combination marketing agreement fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who has executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the

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Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest, or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

We continue to evaluate the impact of increases in inflation and rising interest rates, financial market instability, including the recent bank failures, the potential government shutdown, the lingering effects of the COVID-19 pandemic and certain geopolitical events, including the wars in Ukraine and the surrounding region and between Israel and Hamas. We have concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events could have a negative effect on our financial position, results of operations and/or ability to complete an initial Business Combination, we cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

Business Combination Agreement

On September 21, 2022, the Company, WAV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), which will be formed at, or prior to, closing, Cycurion, Inc., a corporation organized under the laws of Ontario (“Cycurion”), and Emmit McHenry as Cycurion stockholders’ representation (the “Stockholders’ Representative”), entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which, among other things, Cycurion will be merged with the Merger Sub (the “Merger,” and together with the other transactions related thereto, the “Proposed Transactions”), with Cycurion surviving the Merger as a wholly-owned subsidiary of Registrant (the “Combined Company”). There is no guarantee that a merger will take place.

On April 26, 2024, the Parties amended and restated the Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) to amend, among other things, certain economic terms at the closing of the Business Combination and the Termination Date to complete the Business Combination, from December 31, 2023 to December 31, 2024.

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, the Sponsor, a Delaware limited liability company, delivered the Support Agreement, pursuant to which, among other things, Sponsor agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement.

Stockholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain officers and directors of the Company delivered Support Agreements, pursuant to which, among other things, the Company’s stockholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. In addition, the Company agreed to use its best efforts to obtain additional Stockholder Support Agreements from certain of its stockholders.

Registration Rights Agreement

In connection with the Closing, Cycurion, the Company, and certain of their respective stockholders will enter into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Combined Company will be required to file a registration statement covering the resale of registrable securities held by the stockholder’s party thereto.

Termination

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Cycurion, as applicable, and Company, and in certain other limited circumstances, including if the Merger has not been consummated by January 11, 2025. Either the Company or Cycurion may also terminate the Merger Agreement if certain Proposals fail to receive the requisite vote for approval, and other conditions, as defined in the Merger Agreement. If the Merger Agreement is terminated, the Merger Agreement, and all above agreements, will become void, and there will be no liability under the Merger Agreement on the part of any party thereto, except as set forth in the Merger Agreement.

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Liquidity and Capital Resources

As of September 30, 2024, and December 31, 2023, we had $45,150 and $8,651 in restricted cash available exclusively for payment of current tax liabilities. As of September 30, 2024, we had a working capital deficit of $3,664,323. The Company’s liquidity is to be satisfied through the proceeds from loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties held outside of the Trust Account. The Company’s officers, directors, and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements.

Restricted Cash, Due from Sponsor and Due to Trust Account

In accordance with the Trust agreement, the Company is permitted to withdraw interest from the Trust Account to pay its tax obligations, including federal income taxes and state franchise taxes. During the year ended December 31, 2023, the Company identified that a $108,611 excess of interest was erroneously withdrawn from the Trust Account and was used for operating expenses during 2023, which is not a permitted use of the Trust funds per the trust agreement. During the nine months ended September 30, 2024, the Company withdrew $597,824, in interest from the Trust Account to settle its current tax obligations. As a result, the Company recorded a receivable due from the Sponsor and a related payable to the Trust for an amount of $63,319 as of September 30, 2024. The receivable reflects the amount due to be reimbursed to the Trust Account from the Sponsor for the funds used for operating expenses. The balance of this withdrawal is included in restricted cash in the amount of $45,150 on the accompanying balance sheet, representing the amounts available exclusively for payment of current tax liabilities. The Sponsor has committed to funding the Company in a manner sufficient to fund the Company’s tax obligations and return any over withdrawal from the Trust Account, if any.

Recent Developments

On July 2, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or October 11, 2024.

Subsequent to the approval by its stockholders of the Fifth Amendment (the “Fifth Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on July 2, 2024, the Company filed the Fifth Charter Amendment with the Delaware Secretary of State on July 2, 2024. The Fifth Charter Amendment extends the date by which the Company must consummate a business combination, from July 11, 2024 to October 11, 2024.

On July 2, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or October 11, 2024.

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum, and engaged WWC, as its independent auditor.

On August 6, 2024, the Company, Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and RiverNorth SPAC Arbitrage Fund, LP (the “RiverNorth”) entered into a non-redemption agreement whereby the Sponsor plans to transfer to RiverNorth 5,000 shares each month over the next three months for agreeing not to redeem the 99,800 that it currently holds prior to the business combination.

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On September 6, 2024, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”), which may serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company previously filed a Form 12b-25 with the SEC on August 14, 2024, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). Pursuant to the Nasdaq Letter, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q’s due date, or until February 17, 2025, for the Company to regain compliance. The Company regained compliance with Nasdaq’s listing rules by filing its Form 10-Q on September 30, 2024.

On September 24, 2024, Sponsor, including A.G.P., loaned the Company $230,000 for certain transaction expenses related to the Business Combination. On the same day, the Company loaned Cycurion $185,000 for certain transaction expenses in connection with Cycurion’s consummation of the Business Combination.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ended December 31, 2024 or for any future interim periods.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto, included in the Form 10-K annual report filed by the Company with the SEC on April 26, 2024.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies. The Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited consolidated condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

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Cash and Cash Equivalents and Restricted Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $45,150 in cash and did not have any cash equivalents as of September 30, 2024 and December 31, 2023. At September 30, 2024 and December 31, 2023, the Company also had $45,150 and $8,651 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved for the payment of income and state franchise taxes.

Investments Held in Trust Account

At September 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Common Stock subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital.

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As of September 30, 2024 and December 31, 2023, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022		117,299,975
Less:
Redemption		(114,329,594)
Add:
Accretion of carrying value to redemption value		337,983
Common stock subject to possible redemption as of December 31, 2023	$	3,308,364
Less:
Redemption		(327,375)
Reduction of carrying value to redemption value due to tax		(17,000)
Common stock subject to possible redemption as of March 31, 2024	$	2,963,989
Less:
Redemption		(293,261)
Add:
Increase of carrying value to redemption value due to change in tax		7,745
Common stock subject to possible redemption as of June 30, 2024	$	2,678,473
Less:
Increase of carrying value to redemption value due to change in tax		(42)
Common stock subject to possible redemption as of September 30, 2024	$	2,678,431

As disclosed in Note 1, the Company identified during the three and nine months ended September 30, 2024 that an excess of $108,611 was erroneously withdrawn from the interest earned in the Trust Account for operating expenses. As of September 30, 2024, the Company recorded a receivable due from the Sponsor to reimburse the Trust Account for these funds used for operating expenses.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of September 30, 2024 and December 31, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Investments held in Trust Account and the Derivative Liability - Forward Purchase Agreement.

Fair Value of Derivative Liabilities – Forward Purchase Agreement

The Company accounts for its Forward Purchase Agreement (“FPA”) (see Note 6) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The FPA is valued using a Probability Weighted Expected Return Method (“PWERM”) and certain components of the FPA are valued under the Monte Carlo model (see note 8).

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Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and immaterial amounts were accrued for the payment of penalties for period ended September 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Since the over-allotment was exercised, no forfeiture happened. The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted loss per share is the same as basic loss per share for the years presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	Common		Common		Common		Common		Common		Common		Common		Common
	stock		stock not		stock		stock not		stock		stock not		stock		stock not
	subject to		subject to		subject to		subject to		subject to		subject to		subject to		subject to
	possible		possible		possible		possible		possible		possible		possible		possible
	redemption		redemption		redemption		redemption		redemption		redemption		redemption		redemption
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(26,427)	$	(348,577)	$	(25,029)	$	(228,604)	$	(50,207)	$	(620,118)	$	(181,464)	$	(576,317)
Denominator:
Basic and diluted weighted average shares outstanding		246,472		3,251,000		355,933		3,251,000		263,211		3,251,000		1,023,640		3,251,000
Basic and diluted net loss per ordinary share	$	(0.11)	$	(0.11)	$	(0.07)	$	(0.07)	$	(0.19)	$	(0.19)	$	(0.18)	$	(0.18)

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

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Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its unaudited consolidated condensed financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited consolidated condensed financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

Pursuant to the IPO, the Company sold 11,500,000 Units (including 1,500,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one Public Warrant. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT UNITS

On January 14, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 376,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,760,000. Each Private Placement Unit consists of one share of common stock and one warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will become worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On June 9, 2021, the Sponsor acquired 4,312,500 shares of common stock of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000. On June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P. for $7,000. On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and A.G.P. sold back to the Sponsor 55,000 Founder Shares for $478, such that the Sponsor owns an aggregate of 2,125,000 Founder Shares, and A.G.P. owns 750,000 Founder Shares. Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of A.G.P.) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option. Since the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer.

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The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

Promissory Note – Related Party

On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was amended to become payable on the earlier of the IPO or December 31, 2022. The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022). On December 31, 2021, the balance outstanding on the Note was $80,000 which was subsequently repaid on January 14, 2022 in full.

On September 20, 2024, the Company entered into a promissory note with the Sponsor for $230,000, pursuant to which the Company can borrow up to an aggregate principal amount of $230,000. The Promissory Note, with an interest rate of 10% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion. As of September 30, 2024, the Company had borrowed the full $230,000 and nothing was available for withdrawal. The Company deemed the interest on the loan to be immaterial and as such did not record any interest relating to the note as of September 30, 2024.

Loans Payable

On July 27, 2023, the Company entered into a promissory note with Cycurion for $200,000, pursuant to which the Company can borrow up to an aggregate principal amount of $200,000. The Promissory Note, with an interest rate of 5% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion, or January 11, 2024. If the Company defaults on the loan, or the business combination does not occur, the Company will owe all principal and accrued interest thereto to Cycurion. Cycurion may not seek recourse against any money held in the Trust Account established pursuant the Borrower’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, nor any of the Company’s directors, officers, and any affiliate. As of September 30, 2024, the Company has borrowed $554,269 and accrued approximately $21,906 in interest. As of December 31, 2023, the Company has borrowed $200,000 and accrued approximately $4,222 in interest. On January 26, 2024, the Company and Cycurion amended the Promissory Note to increase its amount to $300,000 and extend the maturity date to the earlier of the consummation of the Business Combination or April 11, 2024. On April 4, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or July 11, 2024. On May 3, 2024, the Company and Cycurion amended the Promissory Note to increase its principal amount to $554,269. On July 2, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or October 11, 2024. On October 9, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025.

Due from Cycurion

On September 20, 2024, the Company Cycurion entered into a promissory note with the Company for $185,000, pursuant to which the Cycurion can borrow up to an aggregate principal amount of $185,000. The Promissory Note, with an interest rate of 10% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion, or six months following the date of the promissory note. If the Company defaults on the loan, or the business combination does not occur, the Company will owe all principal and accrued interest thereto to the Company. As of September 30, 2024, Cycurion had borrowed the full amount of $185,000 with no amounts available for withdrawal. The Company deemed the interest on the loan to be immaterial and as such did not record any interest relating to the note as of September 30, 2024.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

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Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of September 30, 2024 and December 31, 2023, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of Founder Shares, Private Placement Units, and units that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement that was signed on the date of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On January 14, 2022, the underwriters fully exercised their over-allotment option and purchased 1,500,000 Units at $10.00 per Unit.

The underwriters were paid an underwriting fee of $500,000 at the closing of the IPO. As an additional underwriting fee, on June 16, 2021, the Sponsor transferred 1,207,500 of the Founder Shares to an affiliate of A.G.P. for $7,000. On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and A.G.P. sold back to the Sponsor 55,000 Founder Shares for $478, such that A.G.P. owns 750,000 Founder Shares.

Business Combination Marketing Agreement

The Company entered into a business combination marketing agreement on January 11, 2022 with A.G.P. (the “Business Combination Marketing Agreement”) whereby A.G.P. is to act as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholders’ approval for a Business Combination, and assist the Company with its press releases and public filings in connection with a Business Combination. The Company was to pay A.G.P. a fee for such marketing services upon the consummation of a Business Combination in an amount equal to 4.5% of the gross proceeds of the IPO, or $5,175,000 in the aggregate (exclusive of any applicable finders’ fees that might become payable). The Business Combination Marketing Agreement will be terminated upon entry into the Advisory Agreement (described below).

Service Provider Agreements

The Company plans to enter into advisory agreements with certain of its service providers to fund its obligations in shares of common stock instead of cash.

Advisory Agreement with A.G.P. The Company plans to enter into an advisory agreement with A.G.P. (the “Advisory Agreement”), pursuant to which the Company shall pay A.G.P. a total transaction fee equal to $2,500,000 (the “Transaction Fee”) upon the closing of the Business Combination. The Transaction Fee will be payable in the form of preferred shares of the Combined Company that are convertible into 500,000 shares of the Combined Company’s common stock (such preferred shares or the common into which they convert, the “Transaction Fee Shares”), for a price per share of common stock equal to $5.00. A portion of the Transaction Fee Shares shall be subject to forfeiture back to the Company once A.G.P. converts and sells Transaction Fee Shares generating sales proceeds (excluding commissions) of $2,500,000.

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The Transaction Fee Shares shall be subject to a lock-up ending on the earlier of (i) the date on which 75% of the outstanding Series B Preferred Stock is converted into shares of the Combined Company’s common stock and (ii) three months from the Closing date (the “Lock-Up Termination Date”). After the Lock-Up Termination Date, A.G.P. may convert the Transaction Fee Shares and sell them subject to a leak-out provision that limits A.G.P.’s sales of Transaction Fee Shares on any given date to 10% of the cumulative trading volume of the common stock for such date (including pre-market, market and post-market trading) as reported by Bloomberg, LP. This restriction shall remain in effect beginning on the Lock-Up Termination Date and ending on the date on which 100% of the Series B Preferred Stock outstanding as of the closing is converted into shares of the Combined Company’s common stock.

Upon the execution of the Advisory Agreement, that certain Business Combination Marketing Agreement, dated January 11, 2022, between the Company and A.G.P. in which the Company and Cycurion shall cause the Combined Company to issue to A.G.P. 250,000 shares of common stock of the Combined Company in full satisfaction of the fees, shall be terminated and such shares of common stock extinguished in their entirety.

Other Service Providers. In addition, the Company entered into revised arrangements with certain of its service providers, under which the Company agrees to pay approximately $1.25 million of its obligations in shares of the Combined Company’s common stock, which will be issued at a price per share equal to $5.00, or total of 250,000 shares of the Combined Company; provided that once a given service provide has completed sales of its shares that generate sales proceeds (excluding commissions) equal to the amount owing to that service provider, its remaining shares shall be returned to the Combined Company.

Forward Purchase Agreement

On January 10, 2023, the Company, Cycurion, and Alpha Capital Anstalt (“Alpha”), entered into a Forward Share Purchase Agreement (the “FPA”). Prior to effecting the FPA, Alpha had purchased shares from an unaffiliated party which had elected to redeem 300,000 shares of Common Stock, par value $0.0001 per share (such purchased Shares, the “Recycled Shares”.) Under the terms of the FPA, once the proposed Business Combination is effective, and twelve months (or six to nine months if submitted in writing to the Company) have elapsed, Alpha may elect to sell and transfer to the Company up to that number of shares that are then held by Alpha, and the Company shall purchase from Alpha, up to that number of shares that are then held by Alpha, but not to exceed 300,000 shares in the aggregate unless otherwise agreed to in writing by all parties, at a price per share equal to the Redemption Price (as defined in the charter.)

On January 22, 2024, the Company and Alpha terminated the Forward Purchase Agreement without payment or other liability on the part of any party.

The FPA provides that subject to conditions under the FPA on the date that is 12 months after the closing of the Business Combination (the “BC Closing”); provided that, Alpha, at Alpha’s sole discretion, may accelerate such date to any of six (6) months after the BC Closing and nine (9) months after the BC Closing by providing notice to WAVS of its election to so accelerate at least two (2) calendar days prior to such date (any such date, the “Put Date”), Alpha may elect to sell and transfer to WAVS up to that number of Shares that are then held by Alpha, but not to exceed 300,000 Shares in the aggregate at a price per Recycled Share equal to the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”). The Put Date may be accelerated by Alpha if (i) the Shares are delisted from the New York Stock Exchange of NASDAQ, (ii) the Agreement is terminated for any reason after the date redemption requests are due in connection with the stockholder vote to approve the Business Combination, or (iii) during any 30 consecutive trading day period following the closing of the Business Combination, the VWAP Price (as defined below) for 20 trading days during such period shall be less than $3.00 per Share. For purposes of this Agreement, the “VWAP Price” per Share shall be determined for any trading day or any specified trading period using the Rule 10b-18 volume weighted average price per share of Common Stock as reported via a Bloomberg Terminal. The FPA also provides that WAV shall reimburse Alpha for all reasonable and necessary brokerage commissions incurred in connection with the Alpha’s acquisition of Shares, in an amount not to exceed $0.05 per Share and $0.02 per disposition of each Share.

Simultaneously with the BC Closing, WAVS shall transfer into an escrow account for the benefit of Alpha (the “Escrow Account”) with Equiniti Trust Company (the “Escrow Agent”), subject to the terms of a customary written escrow agreement (the “Escrow Agreement”) to be entered into on or prior to the BC Closing, an amount equal to the Shares Purchase Price multiplied by the number of Shares held by Alpha as of the closing of the Business Combination (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price on the Put Date, and the additional payments to be made to Alpha described below, if applicable.

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Within three business days of receipt by the Escrow Agent and WAVS of written notice that Alpha has sold Recycled Shares the Escrow Agent will release to WAVS an aggregate cash amount equal to (x) the number of Shares sold multiplied by the Reset Price (as defined below) at the time of such sale, and shall release to Alpha an amount in cash equal to the product of (I) the number of Shares sold in the open market multiplied by (II) the difference of (A) the Shares Purchase Price minus (B) the Reset Price. The Reset Price shall initially equal $8.00. The Reset Price shall be adjusted first on the one month anniversary of the BC Closing, and then every three month anniversary of the most recent reset date (each such date, a “Reset Date”) to be the lowest of (a) the then-current Reset Price, (b) $8.00 and (c) an amount equal to the product of (i) 1.05 multiplied by (ii) the VWAP Price of the last five (5) trading days immediately preceding the applicable Reset Date, but not lower than $2.00; provided, however, that if WAVS offers and sells or issues any shares or debt or securities that are convertible into or exchangeable or exercisable for shares (including, but not limited to, any equity line of credit or similar facility determined based on the per share price of any draw by WAVS on such facility (with notice of any such draw to be provided to Investor within one (1) business day of such draw), and excluding securities issued or issuable as merger consideration in connection with the Business Combination Agreement, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities), at a price lower than, or upon any conversion or exchange or exercise price of currently outstanding or future issuances of any securities convertible or exchangeable or exercisable for shares (other than any incentive equity outstanding immediately following the closing of the Business Combination, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities) being equal to a price lower than, the then-current Reset Price (the “Offering Price”), then immediately after such event, the Reset Price shall be further reduced to equal the Offering Price.

The Company accounts for its Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The FPA is valued using PWERM and Recycled Shares of the FPA are valued under the Monte Carlo model. The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $430,021. The fair value of the Forward Purchase Agreement as of September 30, 2024 was $0, which resulted in a change in fair value of the Forward Purchase Agreement of $0 and $665,116, which is recorded in the statements of operations for the three and nine months ended September 30, 2024, respectively. (See Note 8).

Non-Redemption Agreement

On August 6, 2024, the Company, Western Acquisition Ventures Sponsor, LLC (the “Sponsor”) and RiverNorth SPAC Arbitrage Fund, LP (the “Investor”) entered into a non-redemption agreement (the “Non-Redemption Agreement”) whereby the Sponsor plans to transfer to the Investor 5,000 shares each month over the next three months for agreeing not to redeem the 99,800 that it currently holds prior to the business combination.

Employment Agreements

On December 27, 2023, we entered into an employment agreement with James P. McCormick whereby the Company agreed to pay a total of $125,000 of total compensation annually, including $40,000 in cash and $85,000 in stock payment.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

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Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

As of September 30, 2024, the Company’s stockholders have redeemed a total of 11,253,528 shares of Common Stock resulting in $1,149,502 of excise tax liability, calculated as 1% of the value of the shares redeemed.

NOTE 7 — STOCKHOLDERS’ DEFICIT

Common Stock —The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were 3,251,000 shares of common stock outstanding (comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units and excluding 246,472 and 305,410 shares of common stock subject to possible redemption, respectively, at September 30, 2024 and December 31, 2023.)

Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting, and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of September 30, 2024 and December 31, 2023, there were 11,500,000 Public Warrants outstanding. The Company accounts for the Public Warrants as equity instruments. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If neither that exemption nor another exemption is available, holders will not be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

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in whole and not in part;

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at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption;

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

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If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire and become worthless.

In addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Private Placement Warrants— As of September 30, 2024 and December 31, 2023, there were 376,000 Private Placement Warrants outstanding. The Company accounts for the Private Placement Warrants as equity instruments. The Private Placement Warrants sold in the private placement are identical to the Public Warrants underlying the Units sold in the IPO, except that such warrants, and the shares of common stock issuable upon the exercise of such warrants, will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On May 2, 2022, the Company issued a press release, announcing that separate trading of shares of the Common Stock and Warrants comprising the Units has commenced. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “WAVSU.” The Common Stock and Warrants will separately trade on Nasdaq under the symbols “WAVS” and “WAVSW,” respectively.

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upon not less than 30 days’ prior written notice of redemption;

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if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

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NOTE 8 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

September 30,

Markets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Money Market held in Trust Account

2,600,462

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			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	3,293,966	$	3,293,966	$	—	$	—
Liabilities:
Derivative Liability - Forward Purchase Agreement	$	665,116	$	—	$	—	$	665,116

The FPA is valued using PWERM and Reset Pricing and counterparty sales of Recycled Shares was modeled using a Monte Carlo simulation based on the stock price, settlement timing and market implied volatility. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the FPA liability is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the FPA. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the FPA. The expected life of the FPA is assumed to be equivalent to its remaining contractual term. The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $430,021. The fair value of the Forward Purchase Agreement as of September 30, 2024 was $0, which resulted in a change in fair value of the Forward Purchase Agreement of $0 and $665,116 for the three and nine months ended September 30, 2024, respectively. On January 22, 2024, the Company terminated this Forward Purchase Agreement.

The key inputs of the models used to value the Company’s FPA were as follows:


	Initial Measurement Date of
Input	January 10, 2023			December 31, 2023
Risk-free interest rate		4.63	%		4.94	%
Remaining life (Yrs.)		1.72			1.34
Expected volatility		3.73	%		—	%
Redemption Price	$	—		$	10.83
Stock Price	$	10.48		$	10.86

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the nine months ended September 30, 2024:


	Forward Purchase
	Agreement
Fair value as of December 31, 2023	$	665,116
Change in Fair Value		(665,116)
Fair value as of September 30, 2024	$	—

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NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited consolidated condensed financial statements were issued. Based upon this review, other than stated below and earlier, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements.

On October 9, 2024, the Company, the Sponsor and RiverNorth entered into a non-redemption agreement whereby the Sponsor plans to transfer to RiverNorth 5,000 shares each month over the next three months for agreeing not to redeem the 99,800 that it currently holds prior to the business combination.

Subsequent to the approval by its stockholders of the Sixth Amendment (the “Sixth Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on October 9, 2024, the Company filed the Sixth Charter Amendment with the Delaware Secretary of State on October 9, 2024. The Sixth Charter Amendment extends the date by which the Company must consummate a business combination, from October 11, 2024 to January 11, 2025.

On October 9, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025.

On October 30, 2024, we entered into an amendment to the employment agreement with James P. McCormick whereby the Company agreed to pay total compensation of $200,000, including $40,000 in cash at the closing of the Business Combination and the remaining $160,000 in cash from the proceeds that the Company receives from any capital raising transaction following the closing of the Business Combination, including the proceeds from an ELOC to be entered into by and among the Company, Cycurion and the investors named therein; provided that the Company shall only be obligated to apply up to 15% of the proceeds from each capital raise until Mr. McCormick’s compensation of $200,000 has been paid in full.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this Report to “our,” “we,” “us” or the “Company” refer to Western Acquisition Ventures Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Western Acquisition Ventures Sponsor LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated condensed financial statements and the notes related thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under “Forward Looking Statements” above and “Item 1A. Risk Factors” in our 2023 Annual Report.

Overview

We are a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more target businesses (a “Business Combination”). We intend to effectuate our Business Combination using cash from the proceeds of our initial public offering (“IPO”) and the sale of the placement units that occurred simultaneously with the completion of our IPO, our capital stock, debt or a combination of cash, stock, and debt.

We have identified an acquisition target and, as described in further detail below, executed a merger agreement with the intention of closing a Business Combination on or before the time allotted to do so. We expect to continue to incur significant costs in the pursuit of these acquisition plans and cannot assure you that we will be successful. The information that follows under the heading “Proposed Business Combination” and elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information relevant to assess the Company from our management’s perspective regarding the Company.

Proposed Business Combination

Business Combination

On November 21, 2022, the Company., WAV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Registrant (“Merger Sub”), which will be formed at, or prior to, closing, Cycurion, Inc., a corporation organized under the laws of Ontario (“Cycurion”), and Emmit McHenry as Cycurion stockholders’ representation (the “Stockholders’ Representative”), entered into an Agreement and Plan of Merger (“Merger Agreement”) pursuant to which, among other things, Cycurion will be merged with the Merger Sub (the “Merger,” and together with the other transactions related thereto, the “Proposed Transactions”), with Cycurion surviving the Merger as a wholly-owned subsidiary of Registrant. There is no guarantee that a merger will take place.

Sponsor Support Agreement

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Stockholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, certain officers and directors of the Company delivered Support Agreements, pursuant to which, among other things, the Company stockholders agreed to vote in favor of the Merger and the transactions contemplated by the Merger Agreement. In addition, the Company agreed to use its best efforts to obtain additional Support Agreements from certain of its stockholders.

Registration Rights Agreement

Termination

The Merger Agreement may be terminated at any time prior to the consummation of the Merger by mutual written consent of Cycurion, as applicable, and Company and in certain other limited circumstances, including if the Merger has not been consummated by January 11, 2025. Either the Company or Cycurion may also terminate the Merger Agreement if certain Proposals fail to receive the requisite vote for approval and other conditions, as defined in the Merger Agreement are not met. If the Merger Agreement is terminated, the Merger Agreement, and all above agreements, will become void, and there will be no liability under the Merger Agreement on the part of any party thereto, except as set forth in the Merger Agreement.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three and nine months ended September 30, 2024 were organizational activities and the search for a prospective Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination at the earliest. We generate non-operating income in the form of interest income from the proceeds of the IPO placed in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2024, we had a net loss of $375,004 This consisted of professional fees, general and administrative expenses and franchise taxes.

For the three months ended September 30, 2023, we had a net loss of $253,633. This consisted of $256,970 in professional fees, general and administrative expenses, income tax expense and franchise taxes and $48,576 of interest income on marketable securities in the Trust Account and $45,239 of change in fair value of the forward purchase agreement.

For the nine months ended September 30, 2024, we had a net loss of $670,325. This consisted of $1,208,217 in professional fees, general and administrative expenses, income tax expense and franchise taxes, $127,224 of Expense related to Non-Redemption Agreement offset by $665,116 of change in fair value of the forward purchase agreement.

For the nine months ended September 30, 2023, we had a net loss of $757,781. This consisted of $876,968 in professional fees, general and administrative expenses, income tax expense and franchise taxes and $331,690 of interest income on marketable securities in the Trust Account and $212,503 of change in fair value of the forward purchase agreement.

Liquidity and Capital Resources

As of September 30, 2024, we had $45,150 in restricted cash available exclusively for payment of current tax liabilities. As of September 30, 2024, we had a working capital deficit of $3,664,323. The Company’s liquidity is to be satisfied through the proceeds from loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties held outside of the Trust Account. The Company’s officers, directors, and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing.

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For the nine months ended September 30, 2024, net cash used in operating activities was $511,636, which is primarily due to a net loss of $670,325, change in fair value of forward purchase agreement of $665,116, expense related to the Issuance of non-redemption agreements of $127,224 and changes in operating assets and liabilities of $696,581. Net cash provided by investing activities was $508,502 which was due to the withdrawal from the Trust Account in connection with redemption of $620,636 and withdrawal from Trust Account to pay franchise and income taxes of $72,866, partially offset by $185,000 cash paid in connection with Cycurion promissory note. Net provided by financing activities was $39,633 which was due to the payment made for the redemption of shares of $620,636 offset by proceeds from loan payable of $354,269, proceeds from sponsor promissory note of $230,000 and proceeds from sponsor advance of $76,000.

For the nine months ended September 30, 2023, net cash used in operating activities was $646,799, which is primarily due to a net loss of $757,781, change in fair value of forward purchase agreement of $212,503, interest income on marketable securities of $331,690, and changes in operating assets and liabilities of $230,169. Net cash provided by investing activities was $114,269,494 which was due to the withdrawal from the Trust Account to pay redeeming shareholders of $114,329,594 and $60,100 deposited into the Trust Account. Net provided by financing activities was $114,129,594 which was due to the payment made for the redemption of shares of $114,329,594 offset by proceeds from loan payable of $200,000.

We have incurred, and expect to continue to incur, significant costs in pursuit of our acquisition plans. We may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1 to the unaudited consolidated condensed financial statements included in this quarterly report on Form 10-Q, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance of these financial statements.

JOBS Act

The Jumpstart Our Business Startup Act (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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Off - Balance Sheet Financing Arrangements

Contractual Obligations

Registration Rights

The holders of Founder Shares, Private Placement Units and units that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement that was signed on the date of the IPO. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Business Combination Marketing Agreement

Service Provider Agreements

The Company plans to enter into advisory agreements with certain of its service providers to fund its obligations in shares of common stock instead of cash.

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Loan Payable

On July 27, 2023, the Company entered into a promissory note with Cycurion for $200,000, pursuant to which the Company can borrow up to an aggregate principal amount of $200,000. The Promissory Note, with an interest rate of 5% per annum is payable upon the sooner of the consummation of the Business Combination with Cycurion, or January 11, 2024. If the Company defaults on the loan, or the business combination does not occur, the Company will owe all principal and accrued interest thereto to Cycurion. Cycurion may not seek recourse against any money held in the Trust Account established pursuant the Borrower’s investment management trust agreement, dated as of January 11, 2022, as amended, by and between the Company and Equiniti Trust Company, nor any of the Company’s directors, officers, and any affiliate. As of September 30, 2024, the Company has borrowed $554,269 and accrued approximately $21,906 in interest. As of December 31, 2023, the Company has borrowed $200,000 and accrued approximately $4,222 in interest. On January 26, 2024, the Company and Cycurion amended the Promissory Note to increase its amount to $300,000 and extend the maturity date to the earlier of the consummation of the Business Combination or April 11, 2024. On April 4, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or July 11, 2024. On May 3, 2024, the Company and Cycurion amended the Promissory Note to increase its principal amount to $554,269. On July 2, 2024 the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025. On October 9, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025.

Forward Purchase Agreement

On January 10, 2023, the Company, Cycurion, and Alpha, entered into a Forward Share Purchase Agreement (the “FPA”). Prior to effecting the FPA, Alpha had purchased shares from an unaffiliated party which had elected to redeem 300,000 shares of Common Stock, par value $0.0001 per share (such purchased Shares, the “Recycled Shares”.) Under the terms of the FPA, once the proposed Business Combination is effective, and twelve months (or six to nine months if submitted in writing to the Company) have elapsed, Alpha may elect to sell and transfer to the Company up to that number of shares that are then held by Alpha, and the Company shall purchase from Alpha, up to that number of shares that are then held by Alpha, but not to exceed 300,000 shares in the aggregate unless otherwise agreed to in writing by all parties, at a price per share equal to the Redemption Price (as defined in the charter.)

On January 22, 2024, the Company terminated this Forward Purchase Agreement.

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Employment Agreements

Critical Accounting Estimates

Derivative liabilities - Forward Purchase Agreement

The Company accounts for its Forward Purchase Agreement (“FPA”) (see Note 6 to the unaudited consolidated condensed financial statements) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The FPA is valued using PWERM and certain components of the FPA are valued under the Monte Carlo model.

Recent Accounting Pronouncements

Change in Auditor

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum LLP (“Marcum”), and engaged WWC, P.C. (“WWC”) as its independent auditor.

Before the engagement of WWC, the Company did not consult with WWC regarding the application of accounting principles to a specific completed or proposed transaction or regarding the type of audit opinion that might be rendered by WWC on the Company’s financial statements, and WWC did not provide any written or oral advice that was an important factor considered by WWC in reaching a decision as to any such accounting, auditing or financial reporting issue, and the Company did not consult with WWC regarding any of the matters or events set forth in Item 304(a)(2)(ii) of Regulation S-K.

Marcum’s reports on the Company’s financial statements for the fiscal years ended December 31, 2023 and December 31, 2022, as previously publicly disclosed, contained no adverse opinions or disclaimers of opinions and were not qualified or modified as to uncertainty, audit scope, or accounting principles (which contains an explanatory paragraph concerning Western’s ability to continue as a going concern, as described in Note 1 to the financial statements).

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During the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent period through July 10, 2024, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in Marcum’s reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided Marcum with a copy of the foregoing disclosure before its filing with the SEC and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Marcum dated July 12, 2024 is filed as Exhibit 16.1 to the Form 8-K filed with the SEC on July 15, 2024.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the quantitative and qualitative disclosures about market risk disclosed in our 2023 Annual Report.

Item 4. CONTROLS AND PROCEDURES

Evaluation of our Disclosure Controls and Procedures

As of September 30, 2024, an evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon that evaluation, the CEO and CFO have concluded that as of September 30, 2024, our disclosure controls and procedures were not effective. Previously, during the year ended December 31, 2023, we identified material weaknesses in our internal control over financial reporting relating to our inadequate control for the withdrawal of funds from the Trust Account and inadequate control for the accounting for certain accrued expenses as of December 31, 2023.

If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the third quarter of the fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

Item 1A. RISK FACTORS

We have identified material weaknesses in our internal control over financial reporting relating to our inadequate control for failure to timely file this Form 10-Q. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our internal controls over financial reporting relating to our inadequate control for failure to timely file this Form 10-Q.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. To respond to the material weakness we identified, we plan to incorporate enhanced communication and documentation procedures between our operations team and the individuals responsible for preparation of financial statements, as described in Part II, Item 9A: Controls and Procedures included in our annual report filed on April 26, 2024 with the SEC on Form 10-K for the year ended December 31, 2023. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

See the Company’s registration statement on Form S-4, as amended, filed with the SEC on November 1, 2024, which is incorporated herein by reference.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the quarter ended September 30, 2024.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. Exhibits

Exhibit Index


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32.1**		Certification pursuant to 18 U.S.C. 1350
32.2**		Certification pursuant to 18 U.S.C. 1350
101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104*		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

*Filed herewith

**Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WESTERN ACQUISITION VENTURES CORP.

Date: December 9, 2024	/s/ James P. McCormick
	James P. McCormick
	Chief Executive Officer

Exhibit 31.1

CERTIFICATIONS

I, James P. McCormick, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Western Acquisition Ventures Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: December 9, 2024	By:	/s/ James P. McCormick
		James P. McCormick
		Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, James P. McCormick, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Western Acquisition Ventures Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2024	By:	/s/ James P. McCormick
		James P. McCormick
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Western Acquisition Ventures Corp. (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, James P. McCormick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Date: December 9, 2024	By:	/s/ James P. McCormick
		James P. McCormick
		Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Western Acquisition Ventures Corp. (the “Company”) for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, James P. McCormick, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

Date: December 9, 2024	By:	/s/ James P. McCormick
		James P. McCormick
		Chief Financial Officer

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Dec. 09, 2024
Document Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-41214
Entity Registrant Name	Western Acquisition Ventures Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3720717
Entity Address, Address Line One	42 Broadway, 12th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	310
Local Phone Number	740-0710
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		3,424,879
Entity Central Index Key	0001868419
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false
Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock
Document Entity Information
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Warrant to acquire one share of Common Stock
Trading Symbol	WAVSU
Security Exchange Name	NASDAQ
Common Stock
Document Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	WAVS
Security Exchange Name	NASDAQ
Warrants
Document Entity Information
Title of 12(b) Security	Warrants
Trading Symbol	WAVSW
Security Exchange Name	NASDAQ

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Restricted Cash	$ 45,150	$ 8,651
Due from Cycurion- promissory note	$ 185,000
Financing Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Related Party	Related Party
Due from Sponsor	$ 63,319	$ 99,961
Other Receivable, after Allowance for Credit Loss, Current, Related Party [Extensible Enumeration]	Sponsor	Sponsor
Prepaid expenses and other assets	$ 20,250	$ 9,338
Total current assets	313,719	117,950
Investments held in Trust Account	2,600,462	3,293,966
TOTAL ASSETS	2,914,181	3,411,916
CURRENT LIABILITIES
Accounts payable and accrued expenses	1,852,546	1,099,166
Due to Trust Account	63,319	99,961
Loan payable	576,175	$ 204,222
Promissory note- related party	$ 230,000
Notes Payable, Current, Related Party [Extensible Enumeration]	Related Party	Related Party
Advance from sponsor	$ 76,000
Other Liability, Current, Related Party [Extensible Enumeration]	Sponsor	Sponsor
Derivative liability-Forward Purchase Agreement	$ 0	$ 665,116
Excise tax payable	1,149,502	1,143,296
Income tax payable	12,500	72,824
Franchise tax payable	18,000	21,247
Total liabilities	3,978,042	3,305,832
COMMITMENTS AND CONTINGENCIES (Note 6)
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000 shares issued and outstanding (excluding 246,472 and 305,410 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023, respectively	324	324
Additional paid-in capital	119,521
Accumulated deficit	(3,862,137)	(3,202,604)
Total stockholders' deficit	(3,742,292)	(3,202,280)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	2,914,181	3,411,916
Common stock subject to possible redemption
CURRENT LIABILITIES
Common stock subject to possible redemption, $0.0001 par value, 246,472 and 305,410 shares at redemption value of approximately $10.87 and $10.83 per share as of September 30, 2024 and December 31, 2023, respectively	$ 2,678,431	$ 3,308,364

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock subject to possible redemption, redemption price per share	$ 10.83
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares outstanding	3,251,000	3,251,000
Common stock subject to possible redemption
Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares issued	246,472	305,410
Common stock subject to possible redemption, shares outstanding	246,472	305,410
Common stock subject to possible redemption, redemption price per share	$ 10.87	$ 10.83
Common stock not subject to possible redemption
Common stock, shares issued	3,251,000	3,251,000
Common stock, shares outstanding	3,251,000	3,251,000

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
OPERATING EXPENSES
Professional fees and other expenses	$ (375,004)	$ (247,757)	$ (1,211,464)	$ (790,882)
Franchise tax		800	3,247	(21,250)
LOSS FROM OPERATIONS	(375,004)	(246,957)	(1,208,217)	(812,132)
Other (expense) income:
Interest earned and unrealized loss on marketable securities held in Trust Account		48,576		331,690
Change in fair value of forward purchase agreement	0	(45,239)	665,116	(212,503)
Expense related to Non-Redemption Agreement			(127,224)
TOTAL OTHER LOSS BEFORE TAXES	(375,004)	(243,620)	(670,325)	(692,945)
Income Tax Expense		(10,013)		(64,836)
NET LOSS	(375,004)	(253,633)	(670,325)	(757,781)
Common stock subject to possible redemption
Other (expense) income:
NET LOSS	$ (26,427)	$ (25,029)	$ (50,207)	$ (181,464)
Basic Weighted average shares outstanding	246,472	355,933	263,211	1,023,640
Diluted Weighted average shares outstanding	246,472	355,933	263,211	1,023,640
Basic net loss per share	$ (0.11)	$ (0.07)	$ (0.19)	$ (0.18)
Diluted net loss per share	$ (0.11)	$ (0.07)	$ (0.19)	$ (0.18)
Common stock not subject to possible redemption
Other (expense) income:
NET LOSS	$ (348,577)	$ (228,604)	$ (620,118)	$ (576,317)
Basic Weighted average shares outstanding	3,251,000	3,251,000	3,251,000	3,251,000
Diluted Weighted average shares outstanding	3,251,000	3,251,000	3,251,000	3,251,000
Basic net loss per share	$ (0.11)	$ (0.07)	$ (0.19)	$ (0.18)
Diluted net loss per share	$ (0.11)	$ (0.07)	$ (0.19)	$ (0.18)

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at the beginning at Dec. 31, 2022	$ 324	$ 1,605,560	$ (1,862,271)	$ (256,387)
Balance at the beginning (in shares) at Dec. 31, 2022	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Forward purchase agreement		(430,021)		(430,021)
Excise tax liability arising from redemption of shares		(1,094,366)		(1,094,366)
Accretion of Common Stock subject to possible redemption to redemption value		(81,173)	(89,488)	(170,661)
Net Income (Loss)			(171,611)	(171,611)
Balance at the end at Mar. 31, 2023	$ 324		(2,123,370)	(2,123,046)
Balance at the end (in shares) at Mar. 31, 2023	3,251,000
Balance at the beginning at Dec. 31, 2022	$ 324	1,605,560	(1,862,271)	(256,387)
Balance at the beginning (in shares) at Dec. 31, 2022	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(757,781)
Balance at the end at Sep. 30, 2023	$ 324		(2,893,466)	(2,893,142)
Balance at the end (in shares) at Sep. 30, 2023	3,251,000
Balance at the beginning at Mar. 31, 2023	$ 324		(2,123,370)	(2,123,046)
Balance at the beginning (in shares) at Mar. 31, 2023	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accretion of Common Stock subject to possible redemption to redemption value			(95,533)	(95,533)
Net Income (Loss)			(332,537)	(332,537)
Balance at the end at Jun. 30, 2023	$ 324		(2,551,440)	(2,551,116)
Balance at the end (in shares) at Jun. 30, 2023	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excise tax liability arising from redemption of Class A shares			(48,930)	(48,930)
Accretion of Common Stock subject to possible redemption to redemption value			(39,463)	(39,463)
Net Income (Loss)			(253,633)	(253,633)
Balance at the end at Sep. 30, 2023	$ 324		(2,893,466)	(2,893,142)
Balance at the end (in shares) at Sep. 30, 2023	3,251,000
Balance at the beginning at Dec. 31, 2023	$ 324		(3,202,604)	(3,202,280)
Balance at the beginning (in shares) at Dec. 31, 2023	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excise tax liability arising from redemption of Class A shares			(3,274)	(3,274)
Reduction of carrying value to redemption value due to tax			17,000	17,000
Net Income (Loss)			408,380	408,380
Balance at the end at Mar. 31, 2024	$ 324		(2,780,498)	(2,780,174)
Balance at the end (in shares) at Mar. 31, 2024	3,251,000
Balance at the beginning at Dec. 31, 2023	$ 324		(3,202,604)	(3,202,280)
Balance at the beginning (in shares) at Dec. 31, 2023	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss)				(670,325)
Balance at the end at Sep. 30, 2024	$ 324	119,521	(3,862,137)	(3,742,292)
Balance at the end (in shares) at Sep. 30, 2024	3,251,000
Balance at the beginning at Mar. 31, 2024	$ 324		(2,780,498)	(2,780,174)
Balance at the beginning (in shares) at Mar. 31, 2024	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excise tax liability arising from redemption of Class A shares			(2,934)	(2,934)
Expense related to the Issuance of Non-Redemption agreements		127,224		127,224
Increase of carrying value to redemption value due to change in tax		(7,745)		(7,745)
Net Income (Loss)			(703,701)	(703,701)
Balance at the end at Jun. 30, 2024	$ 324	119,479	(3,487,133)	(3,367,330)
Balance at the end (in shares) at Jun. 30, 2024	3,251,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Increase of carrying value to redemption value due to change in tax		42		42
Net Income (Loss)			(375,004)	(375,004)
Balance at the end at Sep. 30, 2024	$ 324	$ 119,521	$ (3,862,137)	$ (3,742,292)
Balance at the end (in shares) at Sep. 30, 2024	3,251,000

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (670,325)	$ (757,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned and unrealized loss on marketable securities held in Trust Account		(331,690)
Change in fair value of derivative liability - Forward Purchase Agreement	(665,116)	212,503
Expense related to the Issuance of Non-Redemption agreements	127,224
Changes in operating assets and liabilities:
Prepaid expenses	(10,912)	182,370
Accounts payable, accrued expenses and income tax payable	753,380	188,105
Income Tax Payable	(60,324)
Franchise tax payable	(3,247)	(142,000)
Interest on loan payable	17,684	1,694
Net cash used in operating activities	(511,636)	(646,799)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account to pay franchise and income taxes	72,866
Cash deposited to Trust Account		(60,100)
Cash paid in connection with Cycurion promissory note	(185,000)
Cash withdrawn from Trust Account in connection with redemption	620,636	114,329,594
Net cash provided by investing activities	508,502	114,269,494
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Loans outstanding	354,269	200,000
Proceeds from Sponsor Promissory Note	230,000
Proceeds from Sponsor Advance	76,000
Redemption of Common Stock	(620,636)	(114,329,594)
Net cash provided by (used in) financing activities	39,633	(114,129,594)
NET CHANGE IN CASH	36,499	(506,899)
CASH, BEGINNING OF PERIOD	8,651	809,481
CASH, END OF PERIOD	45,150	302,582
Supplemental disclosure of noncash activities:
Issuance of Forward Purchase Agreement		430,021
Excise tax liability arising from redemption of shares	6,207	1,143,296
Accretion of common stock subject to redemption value	7,787	$ 305,657
Reduction of carrying value to redemption value due to tax	17,000
Cash paid in connection with Cycurion promissory note	110,000
Cash received from Sponsor Promissory Note	$ 110,000

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical)	Sep. 30, 2024 USD ($)
Reconciliation of Cash and Restricted Cash:
Restricted Cash - Beginning of Year	$ 8,651
Cash and Restricted Cash - Beginning of Year	8,651
Restricted Cash - End of Period	45,150
Cash and Restricted Cash - End of Period	$ 45,150

Description of Organization and Business Operations and Liquidity

9 Months Ended

Sep. 30, 2024

Description of Organization and Business Operations and Liquidity

Description of Organization and Business Operations and Liquidity

Note 1 – Description of Organization and Business Operations and Liquidity

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum LLP, and engaged WWC, P.C., as its independent auditor.

Risks and Uncertainties

Business Combination Agreement

Sponsor Support Agreement

Stockholder Support Agreement

Registration Rights Agreement

Termination

Liquidity and Capital Resources

Going Concern

Restricted Cash, Due from Sponsor and Due to Trust Account

Recent Developments

On July 2, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date to the earlier of the consummation of the Business Combination or October 11, 2024.

On July 2, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or October 11, 2024.

On July 10, 2024, the Company dismissed its previous independent accounting firm, Marcum, and engaged WWC, as its independent auditor.

On September 6, 2024, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”), which may serve as an additional basis for the delisting of the Company’s securities from Nasdaq. The Company previously filed a Form 12b-25 with the SEC on August 14, 2024, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice to submit a plan to regain compliance with the Nasdaq Listing Rule 5250(c)(1). Pursuant to the Nasdaq Letter, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q’s due date, or until February 17, 2025, for the Company to regain compliance. The Company regained compliance with Nasdaq’s listing rules by filing its Form 10-Q on September 30, 2024.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents and Restricted Cash

Investments Held in Trust Account

Common Stock subject to Possible Redemption

As of September 30, 2024 and December 31, 2023, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022		117,299,975
Less:
Redemption		(114,329,594)
Add:
Accretion of carrying value to redemption value		337,983
Common stock subject to possible redemption as of December 31, 2023	$	3,308,364
Less:
Redemption		(327,375)
Reduction of carrying value to redemption value due to tax		(17,000)
Common stock subject to possible redemption as of March 31, 2024	$	2,963,989
Less:
Redemption		(293,261)
Add:
Increase of carrying value to redemption value due to change in tax		7,745
Common stock subject to possible redemption as of June 30, 2024	$	2,678,473
Less:
Increase of carrying value to redemption value due to change in tax		(42)
Common stock subject to possible redemption as of September 30, 2024	$	2,678,431

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Derivative Liabilities – Forward Purchase Agreement

Income Taxes

Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	Common		Common		Common		Common		Common		Common		Common		Common
	stock		stock not		stock		stock not		stock		stock not		stock		stock not
	subject to		subject to		subject to		subject to		subject to		subject to		subject to		subject to
	possible		possible		possible		possible		possible		possible		possible		possible
	redemption		redemption		redemption		redemption		redemption		redemption		redemption		redemption
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(26,427)	$	(348,577)	$	(25,029)	$	(228,604)	$	(50,207)	$	(620,118)	$	(181,464)	$	(576,317)
Denominator:
Basic and diluted weighted average shares outstanding		246,472		3,251,000		355,933		3,251,000		263,211		3,251,000		1,023,640		3,251,000
Basic and diluted net loss per ordinary share	$	(0.11)	$	(0.11)	$	(0.07)	$	(0.07)	$	(0.19)	$	(0.19)	$	(0.18)	$	(0.18)

Accounting for Warrants

Recent Accounting Pronouncements

INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

9 Months Ended

Sep. 30, 2024

INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

PRIVATE PLACEMENT UNITS

9 Months Ended

Sep. 30, 2024

PRIVATE PLACEMENT UNITS

PRIVATE PLACEMENT UNITS

NOTE 4 — PRIVATE PLACEMENT UNITS

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note – Related Party

Loans Payable

Due from Cycurion

Related Party Loans

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

Business Combination Marketing Agreement

Service Provider Agreements

The Company plans to enter into advisory agreements with certain of its service providers to fund its obligations in shares of common stock instead of cash.

Forward Purchase Agreement

On January 22, 2024, the Company and Alpha terminated the Forward Purchase Agreement without payment or other liability on the part of any party.

Non-Redemption Agreement

Employment Agreements

Inflation Reduction Act of 2022 (the “IR Act”)

STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2024

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 7 — STOCKHOLDERS’ DEFICIT

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption;

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

●

upon not less than 30 days’ prior written notice of redemption;

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2024

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

September 30,

Markets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Money Market held in Trust Account

2,600,462

—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	3,293,966	$	3,293,966	$	—	$	—
Liabilities:
Derivative Liability - Forward Purchase Agreement	$	665,116	$	—	$	—	$	665,116

The key inputs of the models used to value the Company’s FPA were as follows:


	Initial Measurement Date of
Input	January 10, 2023			December 31, 2023
Risk-free interest rate		4.63	%		4.94	%
Remaining life (Yrs.)		1.72			1.34
Expected volatility		3.73	%		—	%
Redemption Price	$	—		$	10.83
Stock Price	$	10.48		$	10.86


	Forward Purchase
	Agreement
Fair value as of December 31, 2023	$	665,116
Change in Fair Value		(665,116)
Fair value as of September 30, 2024	$	—

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

On October 9, 2024, the Company and Cycurion amended the Promissory Note to extend the maturity date of this note to the earlier of the consummation of the Business Combination or January 11, 2025.

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (375,004)	$ (703,701)	$ 408,380	$ (253,633)	$ (332,537)	$ (171,611)	$ (670,325)	$ (757,781)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents and Restricted Cash

Investments Held in Trust Account

Common Stock subject to Possible Redemption

As of September 30, 2024 and December 31, 2023, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022		117,299,975
Less:
Redemption		(114,329,594)
Add:
Accretion of carrying value to redemption value		337,983
Common stock subject to possible redemption as of December 31, 2023	$	3,308,364
Less:
Redemption		(327,375)
Reduction of carrying value to redemption value due to tax		(17,000)
Common stock subject to possible redemption as of March 31, 2024	$	2,963,989
Less:
Redemption		(293,261)
Add:
Increase of carrying value to redemption value due to change in tax		7,745
Common stock subject to possible redemption as of June 30, 2024	$	2,678,473
Less:
Increase of carrying value to redemption value due to change in tax		(42)
Common stock subject to possible redemption as of September 30, 2024	$	2,678,431

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Derivative Liabilities - Forward Purchase Agreement

Fair Value of Derivative Liabilities – Forward Purchase Agreement

Income Taxes

Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	Common		Common		Common		Common		Common		Common		Common		Common
	stock		stock not		stock		stock not		stock		stock not		stock		stock not
	subject to		subject to		subject to		subject to		subject to		subject to		subject to		subject to
	possible		possible		possible		possible		possible		possible		possible		possible
	redemption		redemption		redemption		redemption		redemption		redemption		redemption		redemption
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(26,427)	$	(348,577)	$	(25,029)	$	(228,604)	$	(50,207)	$	(620,118)	$	(181,464)	$	(576,317)
Denominator:
Basic and diluted weighted average shares outstanding		246,472		3,251,000		355,933		3,251,000		263,211		3,251,000		1,023,640		3,251,000
Basic and diluted net loss per ordinary share	$	(0.11)	$	(0.11)	$	(0.07)	$	(0.07)	$	(0.19)	$	(0.19)	$	(0.18)	$	(0.18)

Accounting for Warrants

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Schedule of common stock subject to possible redemption reflected on the balance sheet is reconciled


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022		117,299,975
Less:
Redemption		(114,329,594)
Add:
Accretion of carrying value to redemption value		337,983
Common stock subject to possible redemption as of December 31, 2023	$	3,308,364
Less:
Redemption		(327,375)
Reduction of carrying value to redemption value due to tax		(17,000)
Common stock subject to possible redemption as of March 31, 2024	$	2,963,989
Less:
Redemption		(293,261)
Add:
Increase of carrying value to redemption value due to change in tax		7,745
Common stock subject to possible redemption as of June 30, 2024	$	2,678,473
Less:
Increase of carrying value to redemption value due to change in tax		(42)
Common stock subject to possible redemption as of September 30, 2024	$	2,678,431

Schedule of calculation of basic and diluted net loss per ordinary share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	Common		Common		Common		Common		Common		Common		Common		Common
	stock		stock not		stock		stock not		stock		stock not		stock		stock not
	subject to		subject to		subject to		subject to		subject to		subject to		subject to		subject to
	possible		possible		possible		possible		possible		possible		possible		possible
	redemption		redemption		redemption		redemption		redemption		redemption		redemption		redemption
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(26,427)	$	(348,577)	$	(25,029)	$	(228,604)	$	(50,207)	$	(620,118)	$	(181,464)	$	(576,317)
Denominator:
Basic and diluted weighted average shares outstanding		246,472		3,251,000		355,933		3,251,000		263,211		3,251,000		1,023,640		3,251,000
Basic and diluted net loss per ordinary share	$	(0.11)	$	(0.11)	$	(0.07)	$	(0.07)	$	(0.19)	$	(0.19)	$	(0.18)	$	(0.18)

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2024

FAIR VALUE MEASUREMENTS

Schedule of assets and liabilities that are measured at fair value on a recurring basis

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

September 30,

Markets

Inputs

2024

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Money Market held in Trust Account

2,600,462

—


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	3,293,966	$	3,293,966	$	—	$	—
Liabilities:
Derivative Liability - Forward Purchase Agreement	$	665,116	$	—	$	—	$	665,116

Schedule of key inputs of the models used to value the company's FPA


	Initial Measurement Date of
Input	January 10, 2023			December 31, 2023
Risk-free interest rate		4.63	%		4.94	%
Remaining life (Yrs.)		1.72			1.34
Expected volatility		3.73	%		—	%
Redemption Price	$	—		$	10.83
Stock Price	$	10.48		$	10.86

Schedule of changes in the fair value of the company's Level 3 financial instruments that are measured at fair value on a recurring basis


	Forward Purchase
	Agreement
Fair value as of December 31, 2023	$	665,116
Change in Fair Value		(665,116)
Fair value as of September 30, 2024	$	—

Description of Organization and Business Operations and Liquidity (Details) - USD ($)						3 Months Ended		9 Months Ended	12 Months Ended
	Jul. 02, 2024	Apr. 11, 2024	Apr. 10, 2024	Jan. 09, 2024	Jan. 14, 2022	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Oct. 09, 2024	Sep. 24, 2024	Sep. 20, 2024	Aug. 06, 2024	May 03, 2024	Jan. 26, 2024	Jul. 27, 2023
Description of Organization and Business Operations and Liquidity
Number of units issued					11,500,000
Unit price					$ 10.1
Proceeds from issuance of units					$ 116,150,000
Number of shares of common stock to be issued								250,000
Percentage of assets held in trust required						80.00%		80.00%
Percentage of post transaction ownership required						50.00%		50.00%
Common stock subject to possible redemption, redemption price per share						$ 10.83		$ 10.83
Minimum amount of net intangible assets						$ 5,000,001		$ 5,000,001
Percentage of shares subject to lockup provision								15.00%
Percentage of commitment redemption								100.00%
Payment of a nominal fee				$ 100
Redeemed share of common stock				31,143
Stock redemption, redemption price per share				$ 10.51
Stockholders redeem total								$ 327,375
Amount to be deposited in trust account for extending the termination date of investment management trust agreement	$ 100		$ 100
Amount to be used for working capital expenses and tax obligations		$ 254,269
Excess of interest was erroneously withdrawn from the trust account						108,611	$ 108,611	108,611	$ 108,611
Restricted cash						45,150		45,150	8,651
Amounts to be deposited into trust account								63,319
Maximum amount of dissolution expenses						$ 100,000		$ 100,000
Share price per share						$ 10.1		$ 10.1
Working capital deficit						$ 3,664,323		$ 3,664,323
Current tax obligations								597,824
Due from sponsor								63,319
Related payable								63,319
Amounts to be used for settlement of tax obligation								63,319
Cycurion
Description of Organization and Business Operations and Liquidity
Transaction expenses											$ 185,000	$ 185,000
Cycurion \| Promissory Note
Description of Organization and Business Operations and Liquidity
Aggregate principal amount of loan						554,269		554,269	$ 200,000					$ 554,269	$ 300,000	$ 200,000
Sponsor
Description of Organization and Business Operations and Liquidity
Number of shares planned to be transferred to investors each month													5,000
Number of shares held prior to business combination agreed not to redeem													99,800
Transaction expenses											$ 230,000	$ 230,000
Due from Sponsor						$ 63,319		63,319
Subsequent event \| Sponsor
Description of Organization and Business Operations and Liquidity
Number of shares planned to be transferred to investors each month										5,000
Number of shares held prior to business combination agreed not to redeem										99,800
IPO
Description of Organization and Business Operations and Liquidity
Number of units issued					10,000,000
Unit price					$ 10
Proceeds from issuance of units					$ 100,000,000
Number of shares in a unit					1
Number of warrants in a unit					1
Number of shares issuable per warrant (in shares)					1
Exercise price of warrant					$ 11.5
Aggregate offering cost								1,029,116
Underwriters fees								500,000
Other offering cost								$ 529,116
Percentage of marketing agreement fees payable								4.50%
Aggregate amount due to A.G.P								$ 5,175,000
Over-allotment Units
Description of Organization and Business Operations and Liquidity
Number of units issued					1,500,000			1,500,000
Unit price					$ 10
Proceeds from issuance of units					$ 15,000,000
Private Placement
Description of Organization and Business Operations and Liquidity
Number of units issued					361,000
Unit price					$ 10
Proceeds from issuance of units					$ 3,610,000
Number of shares in a unit					1
Number of warrants in a unit					1
Exercise price of warrant					$ 11.5
Private Placement \| Western Acquisition Ventures Sponsor LLC
Description of Organization and Business Operations and Liquidity
Number of units issued					15,000
Proceeds from issuance of units					$ 150,000

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Jan. 14, 2022
Summary of Significant Accounting Policies
Cash	$ 45,150		$ 45,150	$ 45,150
Cash equivalents	0		0	0
Restricted cash	45,150		45,150	8,651
Common stock subject to possible redemption, shares outstanding					11,500,000
Excess was erroneously withdrawn from the trust account	108,611	$ 108,611	108,611	108,611
Federal depositary insurance coverage	250,000		250,000
Unrecognized tax benefits	0		0	0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 0		$ 0	$ 0

Summary of Significant Accounting Policies - Common stock subject to possible redemption reflected on the balance sheet (Details) - USD ($)		3 Months Ended			9 Months Ended	12 Months Ended
	Jan. 14, 2022	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds	$ 116,150,000
Less:
Reduction of carrying value to redemption value due to tax					$ (17,000)
Plus:
Increase of carrying value to redemption value due to change in tax		$ (42)	$ 7,745
Common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds							$ 115,000,000
Less:
Proceeds allocated to Public Warrants							(3,565,000)
Issuance costs allocated to Public Shares							(997,733)
Redemption			(293,261)	$ (327,375)		$ (114,329,594)
Reduction of carrying value to redemption value due to tax				(17,000)
Plus:
Accretion of carrying value to redemption value						337,983	6,862,708
Increase of carrying value to redemption value due to change in tax		(42)	7,745
Common stock subject to possible redemption		$ 2,678,431	$ 2,678,473	$ 2,963,989	$ 2,678,431	$ 3,308,364	$ 117,299,975

Summary of Significant Accounting Policies - Reconciliation of net loss per ordinary shares (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Class A Ordinary shares subject to possible redemption
Allocation of net loss	$ (375,004)	$ (703,701)	$ 408,380	$ (253,633)	$ (332,537)	$ (171,611)	$ (670,325)	$ (757,781)
Shares excluded from calculation of diluted loss per share	11,876,000			11,876,000			11,876,000	11,876,000
Founder Shares
Class A Ordinary shares subject to possible redemption
Weighted average number of shares, common stock subject to repurchase or cancellation							375,000
Common stock subject to possible redemption
Class A Ordinary shares subject to possible redemption
Allocation of net loss	$ (26,427)			$ (25,029)			$ (50,207)	$ (181,464)
Basic weighted average shares outstanding (in shares)	246,472			355,933			263,211	1,023,640
Diluted weighted average shares outstanding (in shares)	246,472			355,933			263,211	1,023,640
Basic net loss per ordinary share (in dollars per share)	$ (0.11)			$ (0.07)			$ (0.19)	$ (0.18)
Diluted net loss per ordinary share (in dollars per share)	$ (0.11)			$ (0.07)			$ (0.19)	$ (0.18)
Common stock not subject to possible redemption
Class A Ordinary shares subject to possible redemption
Allocation of net loss	$ (348,577)			$ (228,604)			$ (620,118)	$ (576,317)
Basic weighted average shares outstanding (in shares)	3,251,000			3,251,000			3,251,000	3,251,000
Diluted weighted average shares outstanding (in shares)	3,251,000			3,251,000			3,251,000	3,251,000
Basic net loss per ordinary share (in dollars per share)	$ (0.11)			$ (0.07)			$ (0.19)	$ (0.18)
Diluted net loss per ordinary share (in dollars per share)	$ (0.11)			$ (0.07)			$ (0.19)	$ (0.18)

INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT (Details) - $ / shares		9 Months Ended
	Jan. 14, 2022	Sep. 30, 2024
INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT
Number of units issued	11,500,000
Price per share	$ 10.1
IPO
INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT
Number of units issued	10,000,000
Price per share	$ 10
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant (in shares)	1
Exercise price of warrant	$ 11.5
Over-allotment Units
INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT
Number of units issued	1,500,000	1,500,000
Price per share	$ 10

PRIVATE PLACEMENT UNITS (Details) - Private Placement	Jan. 14, 2022 USD ($) $ / shares shares
PRIVATE PLACEMENT UNITS
Number of shares issued	376,000
Price per share \| $ / shares	$ 10
Proceeds from private placement \| $	$ 3,760,000
Number of shares in a unit	1
Number of warrants in a unit	1
Number of common stock per private placement warrant	1
Exercise price of warrant \| $ / shares	$ 11.5

RELATED PARTY TRANSACTIONS (Details)				9 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Nov. 22, 2021 USD ($) shares	Jun. 16, 2021 USD ($) shares	Jun. 09, 2021 USD ($) shares	Sep. 30, 2024 $ / shares shares
Related Party Transactions
Reverse stock split, conversion ratio	2
Founder Shares \| Related Party
Related Party Transactions
Shares subject to forfeiture	375,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder Shares \| Sponsor
Related Party Transactions
Number of shares issued	55,000		4,312,500	500,000
Aggregate purchase price \| $	$ 478		$ 25,000
Aggregate number of shares owned	2,125,000
Founder Shares \| Alliance Global Partners
Related Party Transactions
Number of shares transferred		1,207,500
Value of shares transferred \| $		$ 7,000
Number of Shares Sold Back to Sponsor	55,000
Value of Shares Sold Back to Sponsor \| $	$ 478
Aggregate number of shares owned	750,000

RELATED PARTY TRANSACTIONS - Related Party (Details) - USD ($)			9 Months Ended	12 Months Ended
	Sep. 20, 2024	Jun. 09, 2021	Sep. 30, 2024	Dec. 31, 2023	May 03, 2024	Jan. 26, 2024	Jul. 27, 2023	Dec. 31, 2022
Related Party Transactions
Outstanding balance of promissory note			$ 230,000
Borrowing amount			230,000
Cycurion \| Promissory Note
Related Party Transactions
Aggregate principal amount of loan			554,269	$ 200,000	$ 554,269	$ 300,000	$ 200,000
Interest rate							5.00%
Interest expense			21,906	4,222
Related Party \| Cycurion
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 185,000
Aggregate principal amount of loan	$ 185,000
Interest rate	10.00%
Borrowing amount			185,000
Related Party Loans \| Related Party
Related Party Transactions
Maximum loans convertible into units			$ 1,500,000
Conversion price per share			$ 10
Loan outstanding amount			$ 0	$ 0
Promissory Note With Related Party \| Sponsor
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 230,000	$ 300,000
Outstanding balance of promissory note								$ 80,000
Aggregate principal amount of loan	$ 230,000
Interest rate	10.00%
Borrowing amount			$ 230,000

COMMITMENTS AND CONTINGENCIES - Underwriting Agreement (Details)					9 Months Ended
	Jan. 14, 2022 $ / shares shares	Nov. 22, 2021 USD ($) shares	Jun. 16, 2021 USD ($) shares	Jun. 09, 2021 USD ($) shares	Sep. 30, 2024 shares
Commitments and Contingencies
Underwriters option period					45 days
Number of units issued	11,500,000
Unit price \| $ / shares	$ 10.1
Reverse stock split, conversion ratio		2
Founder Shares \| Sponsor
Commitments and Contingencies
Number of shares issued		55,000		4,312,500	500,000
Aggregate purchase price \| $		$ 478		$ 25,000
Aggregate number of shares owned		2,125,000
Founder Shares \| Alliance Global Partners
Commitments and Contingencies
Number of shares transferred			1,207,500
Value of shares transferred \| $			$ 7,000
Aggregate number of shares owned		750,000
Over-allotment Units
Commitments and Contingencies
Number of units issued	1,500,000				1,500,000
Unit price \| $ / shares	$ 10

COMMITMENTS AND CONTINGENCIES - Business Combination Marketing Agreement (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
COMMITMENTS AND CONTINGENCIES
Percentage of original principal , amortization	4.50%
Proceeds from issuance or sale of equity	$ 5,175,000

COMMITMENTS AND CONTINGENCIES - Service Provider Agreements (Details)	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Alliance Global Partners
Commitments And Contingencies [Line Items]
Transaction fee \| $	$ 2,500,000
Issuable convertible shares \| shares	500,000
Conversion price \| $ / shares	$ 5
Transaction fee shares generating sales proceeds \| $	$ 2,500,000
Conversion percentage	75.00%
Closing date	3 months
Percentage of cumulative trading volume	10.00%
Percentage of outstanding preferred stock conversion	100.00%
Shares reserve for future issuance \| shares	250,000
Other Service Providers
Commitments And Contingencies [Line Items]
Shares reserve for future issuance \| shares	250,000
Payment under arrangement \| $	$ 1,250,000
Price per share \| $ / shares	$ 5

COMMITMENTS AND CONTINGENCIES - Forward Purchase Agreement (Details)		3 Months Ended		9 Months Ended
	Jan. 10, 2023 USD ($) D $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Aug. 06, 2024 shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 27, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Par value per common stock share of shares purchased from an unaffiliated party which had elected to redeem \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001			$ 0.0001
Derivative liability-Forward Purchase Agreement \| $	$ 430,021	$ 0		$ 0			$ 665,116
Change in fair value of derivative liability - Forward Purchase Agreement \| $		0	$ (45,239)	665,116	$ (212,503)
Excise tax payable \| $		$ 1,149,502		$ 1,149,502			$ 1,143,296
Excise tax payable as a percentage of shares redeemed				1.00%
Sponsor
COMMITMENTS AND CONTINGENCIES
Number of shares planned to be transferred to investors each month \| shares						5,000
Number of shares held prior to business combination agreed not to redeem \| shares						99,800
Common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Number of shares redeemed \| shares				11,253,528
Alpha Capital Anstalt ("Alpha")
COMMITMENTS AND CONTINGENCIES
Number of common stock shares purchased from an unaffiliated party which had elected to redeem \| shares	300,000
Forward Purchase Agreement \| Alpha Capital Anstalt ("Alpha")
COMMITMENTS AND CONTINGENCIES
Period after the Business Combination that the counterparty may elect to sell and transfer to the Company up to that number of shares that are then held by such counterparty, one	12 months
Period after the Business Combination that the counterparty may elect to sell and transfer to the Company up to that number of shares that are then held by such counterparty, two	6 months
Period after the Business Combination that the counterparty may elect to sell and transfer to the Company up to that number of shares that are then held by such counterparty, three	9 months
Maximum number of shares that the Company shall purchase from counterparty \| shares	300,000
Number of calendar days written notice is to be provided to reduce the restriction period \| D	2
Maximum number of shares that the counterparty may elect to sell and transfer \| shares	300,000
Threshold number of consecutive trading period following the closing of the Business Combination over which the VWAP Price is considered for accelerating the Put Date \| D	30
Threshold trading period following the closing of the Business Combination over which the VWAP Price is considered for accelerating the Put Date \| D	20
Threshold VWAP Price considered for accelerating the Put Date \| $ / shares	$ 3
Maximum reimbursement of all reasonable and necessary brokerage commissions per share for acquisition of shares \| $ / shares	0.05
Maximum reimbursement of all reasonable and necessary brokerage commissions per share for disposition of shares \| $ / shares	$ 0.02
Number of business days written notice to be provided for sale of Recycled Shares by counterparty \| D	3
Reset price per share \| $ / shares	$ 8
Value used to multiply with VWAP Price to arrive at the adjusted Reset Price	1.05
Number of trading days over which the VWAP Price is considered for determination of adjusted Reset Price \| D	5
Minimum adjusted reset price per share \| $ / shares	$ 2
Number of business days within which notice of any draw on equity line of credit or similar facility is to be provided to Investor \| D	1
James P. McCormick
COMMITMENTS AND CONTINGENCIES
Employment agreement total compensation \| $								$ 125,000
Employment agreement total cash \| $								40,000
Employment agreement total stock \| $								$ 85,000

STOCKHOLDERS' DEFICIT - Common Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Jan. 10, 2023	Jan. 14, 2022
Stockholders Equity
Common shares, shares authorized (in shares)	50,000,000	50,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding (in shares)	3,251,000	3,251,000
Shares subject to possible redemption				11,500,000
Founder Shares
Stockholders Equity
Common shares, shares outstanding (in shares)	2,875,000	2,875,000
Private placement units
Stockholders Equity
Common shares, shares outstanding (in shares)	376,000	376,000
Common stock subject to possible redemption
Stockholders Equity
Shares subject to possible redemption	246,472	305,410

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
STOCKHOLDERS' DEFICIT
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

STOCKHOLDERS' DEFICIT- Public Warrants and Private Placement Warrants (Details)	9 Months Ended
	Sep. 30, 2024 D $ / shares shares	Dec. 31, 2023 shares
Warrants
Stock price trigger for redemption of public warrants (in dollars per share) \| $ / shares	$ 18
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold issue price for capital raising purposes in connection with the closing of a business combination \| $ / shares	$ 9.2
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating market value	20
Percentage of adjustment of two of redemption price of stock based on market value and newly issued price	115.00%
Public Warrants
Warrants
Warrants outstanding \| shares	11,500,000	11,500,000
Public warrants exercisable term after the completion of a business combination	30 days
Public warrants exercisable term from the closing of the initial public offering	12 months
Warrants expire term	5 years
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Stock price trigger for redemption of public warrants (in dollars per share) \| $ / shares	$ 18
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold issue price for capital raising purposes in connection with the closing of a business combination \| $ / shares	$ 9.2
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold trading days for calculating market value	20
Percentage of adjustment of two of redemption price of stock based on market value and newly issued price	115.00%
Private Placement Warrants
Warrants
Warrants outstanding \| shares	376,000	376,000
Minimum threshold written notice period for redemption of public warrants	30 days

FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 10, 2023
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 2,600,462		$ 2,600,462		$ 3,293,966
Derivative Liability - Forward Purchase Agreement					665,116
Derivative liability-Forward Purchase Agreement	0		0		665,116	$ 430,021
Change in fair value of forward purchase agreement	0	$ (45,239)	665,116	$ (212,503)
Money Market Funds
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	2,600,462		2,600,462		3,293,966
Level 1 \| Money Market Funds
FAIR VALUE MEASUREMENTS
Investments held in Trust Account	$ 2,600,462		$ 2,600,462		3,293,966
Level 3
FAIR VALUE MEASUREMENTS
Derivative Liability - Forward Purchase Agreement					$ 665,116

FAIR VALUE MEASUREMENTS - Key inputs of the Put model Option to Value (Details) - FPA	Dec. 31, 2023 $ / shares Y	Jan. 10, 2023 Y $ / shares
Risk-free interest rate
FAIR VALUE MEASUREMENTS
Measurement input	0.0494	0.0463
Remaining life (Yrs.)
FAIR VALUE MEASUREMENTS
Measurement input \| Y	1.34	1.72
Expected volatility
FAIR VALUE MEASUREMENTS
Measurement input		0.0373
Redemption Price
FAIR VALUE MEASUREMENTS
Measurement input	10.83
Stock Price
FAIR VALUE MEASUREMENTS
Measurement input	10.86	10.48

FAIR VALUE MEASUREMENTS - Changes in the fair value of warrant liabilities (Details)	9 Months Ended
	Sep. 30, 2024 USD ($)
FAIR VALUE MEASUREMENTS
Fair value as of December 31, 2023	$ 665,116
Change in Fair Value	$ (665,116)

SUBSEQUENT EVENTS (Details) - USD ($)	Oct. 30, 2024	Oct. 09, 2024	Aug. 06, 2024
Sponsor
SUBSEQUENT EVENTS
Number of shares planned to be transferred to investors each month			5,000
Number of shares held prior to business combination agreed not to redeem			99,800
Subsequent event
SUBSEQUENT EVENTS
Total compensation	$ 200,000
Annual compensation in cash	40,000
Annual compensation payable under employment agreement from proceeds of capital	$ 160,000
Percentage of proceeds from each capital raise transaction.	15.00%
Subsequent event \| Sponsor
SUBSEQUENT EVENTS
Number of shares planned to be transferred to investors each month		5,000
Number of shares held prior to business combination agreed not to redeem		99,800