What changed in Cycurion, Inc.'s 10-K — 2023 vs 2024

ITEM 1. BUSINESS ​ Introduction ​ Western Acquisition Ventures Corp. (the “Company,” “WAV,” “us,” “we,” or “our”) was incorporated in Delaware on April 28, 2021 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses or entities (a “business combination”).

We have neither engaged in any operations nor generated any revenues to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act, because we have no operations and nominal assets consisting almost entirely of cash.

Our Initial Public Offering (“IPO”) sold 11,500,000 units for $10.00 per unit pursuant to a Registration Statement on Form S-1 (File No. 333-260384) filed on October 20, 2021, as amended, which the U.S. Securities and Exchange Commission (the “Commission” or “SEC”) declared effective on January 11, 2022 (the “Registration Statement”).

Each unit consisted of one share of common stock, par value $0.0001 (“common stock”), and one warrant (the “warrants” or the “public warrants”).

We issued a press release on May 2, 2022, which was attached as Exhibit 99.1 to a Current Report on Form 8-K filed on the same date, announcing that the holders of our units issued in the IPO may elect to separately trade the shares of common stock and the public warrants.

Each of the public warrants entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus relating to our IPO.

Each of the public warrants becomes exercisable on the later of one year after the January 14, 2022 closing of the IPO, or 30 days after the consummation of our initial business combination, and expires five years after the completion of our initial business combination, or earlier upon redemption.

We will provide the holders of our outstanding shares of common stock that were sold as part of the units in the IPO (“public shares”) with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below, including interest (net of taxes payable and up to $100,000 of interest to pay dissolution costs and expenses if needed), divided by the number of then-outstanding public shares.

Our sponsor is Western Acquisition Ventures Sponsor LLC (“Sponsor”), and A.G.P./Alliance Global Partners (“A.G.P.”) was the sole book-running manager and representative of the underwriters in our IPO. Together, our Sponsor and A.G.P own an aggregate of 2,875,000 shares of our common stock.

As of the fiscal year ended December 31, 2023, our certificate of incorporation provided that we had up to January 11, 2024 to consummate an initial business combination, unless such deadline was extended in accordance with the provisions of our certificate of incorporation.

Pursuant to Charter Amendments, we are permitted to extend such deadline to consummate an initial business combination up to six times, for one month at a time, at a cost of $10,000 per extension (i.e., $60,000 for all six extensions).

The Fourth Charter Amendment was filed with the Delaware Secretary of State on April 10, 2024, extending the time to consummate the initial business combination to July 11, 2024, which is a total of 30 months from the closing of the IPO.

In connection with the approval of the Charter Amendments, our stockholders collectively redeemed 11,225,733 of our 11,500,000 public shares in exchange for approximately $114.7 million from our Trust Account, which left a remaining balance of approximately $3.0 million as of the date this annual report was filed.

If we fail to complete our initial business combination by July 11, 2024, we will distribute to our remaining public stockholders the aggregate amount then on deposit in the Trust Account on a pro rata basis. In such event, we will thereafter cease all operations except for winding up of our affairs and our warrants will expire and become worthless.

Simultaneously with the closing of the IPO, the Company also completed a private sale of 376,000 units (the “Private Placement Units”) to Western Acquisition Ventures Sponsor LLC (our “Sponsor”) for $10.00 per Private Placement Unit. This generated gross proceeds to the Company of $3,760,000.

The Private Placement Units are identical to the units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

The shares forming part of each Private Placement Unit, along with our Founder Shares, do not participate in any distribution from our Trust Account in the event we do not consummate a business combination. Additionally, in such event, the warrants forming part of the Private Placement Units would also expire and become worthless.

The Private Placement Units were issued pursuant to the exemption from registration for transactions not involving any public offering under Section 4(a)(2) of the Securities Act. 1 Table of Contents Our SEC filings, including reports, proxy and information statements, and other information regarding the Company are available at http://www.sec.gov. They are also available on our website at https://www.westernacquisitionventures.com.

The information on our website, however, is not, and should not be deemed to be a part of this annual report. For additional information on the Company’s business, please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 1.

Description of Organization and Business Operations and Liquidity.” Our Management Team Prior Management Team Each of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire prior board of directors, resigned effective December 28, 2023, as reported on Current Report on Form 8-K dated January 3, 2024.

Each of the resignations was precipitated by the potential excise tax payable under the Inflation Reduction Act and their potential liability if the Company were unable to pay it at the time the tax is due, and not as a result of any disagreements with the Company or any matter relating to the Company’s operations, policies, or practices.

For a description of our management team until the effective date of the above resignations, please see “Item 1. Business – Our Management Team” in our Form 10-K filed on March 31, 2023 with the SEC for the year ended December 31, 2022. Current Management Team Our current directors and executive officers are as follows. James Patrick McCormick James P.

McCormick was appointed to serve as the Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of Western, effective as of December 27, 2023. He also was appointed to serve as a Director of Western, effective as of December 28, 2023. Mr.

McCormick previously held numerous international general management and CFO roles as a member of British American Tobacco where he worked from March 1992 to January 2009.

More recently he has served as Chief Operating Officer and Chief Financial Officer of KushCo Holdings Inc. from August 2017 to January 2019 and CEO of Ignite International Inc. from February 2019 to December 2019.

He also served as a management consultant for UMBRLA, Inc. from December 2019 to September 2020, Redbird Bioscience from April 2021 to August 2021, Cars & Credit Master from November 2021 to December 2022, Abstrax Tech Inc. from January 2023 to April 2023, and Thought Leaders, Inc. since April 2023. Mr.

McCormick graduated from Eastern Illinois University with a B.S. in Finance and Accounting in 1988 and from Southern Illinois University Edwardsville, an MBA in 1992. He also is a Certified Public Accountant (CPA), Certified Management Accountant (CMA), and Certified Internal Auditor (CIA), all of which are currently inactive as he is no longer in private practice. We believe Mr.

McCormick is well qualified to serve as a member of our board of directors because of his experience as an executive officer of various public companies, as well as his deep financial reporting and management experience and his broad industry experience. Ryan Selewicz Ryan Selewicz was appointed to serve as a Director of Western, effective as of January 18, 2024.

Mr. Selewicz currently serves as the Vice President of E-Commerce at Greenlane Holdings, Inc., a seller of vaporizers and other products to businesses and consumers, where he oversees the company’s direct-to-consumer online businesses and the technology platforms that support those businesses. Prior to taking this role, Mr.

Selewicz served as Greenlane’s Vice President of Technology Transformation following their merger with KushCo Holdings. In this role, Mr. Selewicz was responsible for the company’s enterprise systems and played a key role in the integration of the IT systems post-merger. Prior to their merger with Greenlane, Mr.

Selewicz served as Executive Vice President of Technology at KushCo Holdings, Inc., where he was responsible for the company’s overall technology vision and strategy.

Proposed Business Combination On November 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 2 Table of Contents Agreement and Plan of Merger (“Merger Agreement”), pursuant to which, among other things, Cycurion will be merged with the Merger Sub (the “Merger” or “Business Combination”, and together with the other transactions related thereto, the “Proposed Transactions”)with Cycurion surviving the Merger as a wholly-owned subsidiary of the Company.

There is no guarantee that the Merger will take place. As disclosed in the Company’s prospectus dated January 11, 2022, pursuant to the Trust Agreement, and the Company’s certificate of incorporation, the Company had until January 11, 2023 to complete the Merger.

This date was subsequently extended to July 11, 2023, January 11, 2024, April 11, 2024 and July 11, 2024 pursuant to the Charter Amendments. In evaluating the Merger, our board of directors considered the foregoing criteria and guidelines and believe that Cycurion meets many of these criteria and guidelines.

Acquisition Strategy ​ Our acquisition strategy has been guided by several key factors, including our significant industry and operational expertise, and our plan to target merger candidates where conditions allow us to sufficiently influence the outcome to produce attractive economic rewards for our stockholders and stakeholders.

Prior to entering into the Merger Agreement with Cycurion, our target sectors have included, but were not limited to, infrastructure and environmental services, health, wellness and food sustainability, financial technology and financial services, enterprise software and SaaS, and leisure and hospitality.

Our selection process leveraged our network of varied industry, investment banker, private equity and venture capital, credit fund, and lending community relationships, as well as our relationships with management teams of public and private companies, restructuring advisers, attorneys, and accountants, which we believe provided us with a number of high-quality initial business combination opportunities.

We have deployed a proactive, thematic sourcing strategy to focus on companies where we believe the combination of our operating experience, relationships, capital, and capital markets expertise can be catalysts to change a target company and can help accelerate the target’s growth and performance. Our objectives are to generate attractive returns for our stockholders and enhance value.

We plan to do that by: (1) completing our initial business combination with a high-quality merger target at an attractive valuation on favorable terms for our stockholders, and (2) enhancing performance through our team’s experience, expertise, and network.

We expect to favor potential target companies with compelling long-term growth prospects that benefit from strong secular tailwinds and are in a highly fragmented market, ripe for consolidation opportunities.

ITEM 1A. RISK FACTORS ​ An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Form 10-K and other filings made by us with the U.S. Securities and Exchange Commission before making a decision to invest in our securities.

If any of the following events occur, our business, financial condition and operating results may be materially adversely affected.

In that event, the trading price of our securities could decline, and you could lose all or part of your investment. ​ Summary of Risk Factors ​ We have provided a set of risk factors applicable to the Company and to our contemplated business combination with Cycurion in the Registration Statement on Form S-4, under the heading “Risk Factors,” you should consider in connection with this Annual Report on Form 10-K.

Other than as such risk factors are supplemented below, this summary is qualified in its entirety by reference to such risk factors, which you should review in full. This risk factor summary provides a high-level summary of risks associated with our business broadly, our operations, ownership of our capital stock and our financing, as well as general risks.

It does not contain all of the information that may be important to you, and as such you should read this risk factor summary together with the more detailed discussion of risks and uncertainties that immediately follows this summary, as well as the risk factors set forth under the heading “Risk Factors” on our Registration Statement on Form S-4.

Our summarized risks include but are not limited to the following: ​ · We are a blank check company with no significant operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. · Our acquisition target must collectively have a fair market value of at least 80% of the available balance of the funds in the Trust Account when we execute a definitive agreement for our initial business combination. · Our public stockholders vote cannot outvote out initial stockholders, directors, and officers, who are contractually obligated to vote in favor of our initial business combination. · We may not be able to secure enough cash to consummate an initial business combination. · We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire and become worthless. · If we fail to comply with the continued listing requirements of Nasdaq, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted. · Our shares, warrants and Units may be rendered worthless for many reasons, some of which are within our control but many of which are not. · Western’s Sponsor, directors and officers and advisors have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders. · The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. · Western is unable to currently predict the level of working capital it will have at the Closing since the projected working capital levels can only be determined as a by-product of multiple components, each of which is subject to uncertainty. · If Western Public Stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of Western common stock for a pro rata portion of the funds held in the Trust Account. 8 Table of Contents · There is no guarantee that a Public Stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the Public Stockholder in a better future economic position.

Risks Relating to Our Business ​ We are a blank check company with no significant operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. ​ We will not commence operations until consummating our initial business combination.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.

If we fail to complete our contemplated initial business combination with Cycurion, we will likely never generate any operating revenues. ​ Our acquisition target must collectively have a fair market value of at least 80% of the available balance of the funds in the Trust Account when we execute a definitive agreement for our initial business combination.

Nasdaq stock exchange listing rules impose a requirement on us that we must complete an initial business combination with one or more target companies having an aggregate fair market value of at least 80% of the available trust fund balance as of the time our business combination agreement is executed (excluding the fee payable to A.G.P. upon an initial business combination as described in “Conflicts of Interest” and taxes payable on the interest earned on the Trust Account).

We executed a business combination agreement with Cycurion on November 21, 2022, when the Trust Account had approximately $117.3 million (after accounting for fees payable to A.G.P.). This may limit the type and number of companies with which we can complete an initial business combination.

If we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate, and you will only be entitled to receive your pro rata portion of the funds in the Trust Account, which may be less than $10.10 per share. ​ Our public stockholders vote cannot outvote out initial stockholders, directors, and officers, who are contractually obligated to vote in favor of our initial business combination. ​ Pursuant to letter agreements, our initial stockholders, directors, and officers have agreed to vote their founder shares and any public shares purchased during or after the closing of our IPO on January 14, 2022 (including in open market and privately negotiated transactions), in favor of our initial business combination.

Due to the redemption of 11,225,733 public shares as of the date this annual report was filed, there are now significantly fewer public shares than other shares issued to our initial stockholders, directors, and officers.

As a result, a majority vote of the public shares cannot dictate the outcome of a vote regarding our initial business combination. ​ We may not be able to secure enough cash to consummate an initial business combination. ​ We may seek to enter into our initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

If accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001, or such greater amount necessary to satisfy a closing condition in the Merger Agreement, we may not proceed with such redemption and the related initial business combination. We may need to arrange third party financing to help fund our initial business combination.

Raising additional funds to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels.

This may limit our ability to consummate an initial business combination. ​ We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire and become worthless. ​ Pursuant to the charter amendment described in Note 1 to our financial statements, the latest possible deadline to consummate an initial business combination became July 11, 2024.

We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we have not completed our initial business combination by July 11, 2024, we will: (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, subject to lawfully available funds therefor, redeem 100% of 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 us to pay our taxes (less up to $100,000 of interest to pay 9 Table of Contents dissolution expenses), 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law, in which case, our public stockholders may only receive $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire and become worthless.

See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share” and other risk factors herein. ​ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ​ We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination.

Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.

For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically.

In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed. ​ Purchases of our public shares in the open market or in privately negotiated transactions by our Sponsor, directors, officers, advisors, or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of our initial business combination. ​ If our Sponsor, directors, officers, advisors, or their affiliates purchase our public shares in the open market or in privately negotiated transactions, the public “float” of our shares of common stock and the number of beneficial holders of our securities would both be reduced, possibly making it difficult to maintain the listing or trading of our securities on a national securities exchange following consummation of the initial business combination. ​ A.G.P., which acted as the sole book-running manager and representatives of the underwriters in our IPO had a conflict of interest in relation to our IPO, and is expected to continue having a conflict of interest with respect to rendering services to us in connection with our initial business combination. ​ A.G.P. has a “conflict of interest” within the meaning of FINRA Rule 5121(f)(5)(B) because it beneficially owns more than 10% of our shares.

Due to this conflict of interest, The Benchmark Company, LLC acted as a “qualified independent underwriter” in our IPO in accordance with FINRA Rule 5121, which requires, among other things, that a qualified independent underwriter participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement, including the prospectus contained therein, relating to our IPO.

The Benchmark Company, LLC was paid a fee in consideration for its services and expenses as qualified independent underwriter. See “Conflicts of Interest” for further information. ​ In addition, we have engaged A.G.P. to assist us in connection with our initial business combination.

We paid A.G.P. a cash fee of $500,000 for such services at the January 14, 2022 closing of our IPO, together with an additional marketing fee equal to 4.5% of the total gross proceeds raised in the offering only if we consummate our initial business combination.

The representative shares transferred from our Sponsor to A.G.P. or its designees for $6,522 will also be worthless if we do not consummate our initial business combination, as described in “Conflicts of Interest.” On November 7, 2022, we entered into a letter agreement with A.G.P. whereby A.G.P. would accept 250,000 shares of the combined company following the business combination in full satisfaction of the fee we owed them in connection with our IPO.

These financial interests may result in A.G.P. having a conflict of interest when providing the services to us in connection with our initial business combination. ​ 10 Table of Contents We may engage A.G.P. or its affiliates to provide additional services to us which may include acting as financial advisor in connection with our initial business combination or as placement agent in connection with a related financing transaction.

A.G.P. is entitled to receive a business combination marketing fee only on a completion of our initial business combination.

These financial incentives may cause A.G.P. to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of our initial business combination. ​ A.G.P. will provide certain marketing and related services regarding the initial business combination, for which A.G.P. will be paid the initial business combination marketing fee described in “ Conflicts of Interest.” Payment of the business combination marketing fee is conditioned on the completion of our initial business combination.

The fact that A.G.P. or its affiliates financial interests are tied to the consummation of an initial business combination transaction may give rise to potential or actual conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of our initial business combination.

In addition, we may engage A.G.P. or its affiliates to provide additional services to us including, for example, providing financial advisory services, acting as a placement agent in a private offering, or arranging debt financing.

We may pay A.G.P. or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. ​ You will not be entitled to protections normally afforded to investors of many other blank check companies. ​ Because the net proceeds of our IPO and any subsequent sales are intended to be used to complete our initial business combination with a target business that has not been conclusively identified, we may be deemed to be a “blank check” company under the United States securities laws.

ITEM 1C. CYBERSECURITY ​ We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk.

Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO. ​

ITEM 3. 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 4. MINE SAFETY DISCLOSURES ​ Not Applicable. ​ PART II ​

On May 2, 2022, the shares of common stock and warrants comprising our units began to trade separately. Units not separated continue to be listed on NASDAQ.

As of the date this annual report was filed, there was an aggregate of 3,525,267 shares of common stock issued and outstanding. ​ Holders of Record ​ As of the date this annual report was filed, there was an aggregate of 3,525,267 shares of common stock issued and outstanding, which are held by our Sponsor Western Acquisition Ventures Sponsor LLC, Alliance Global Partners, our independent directors and other holders of record.

We currently have approximately 29 non-public holders of our Common Stock held by three holders of record as of the date this annual report was filed.

Our record holders do not count beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies held through Cede & Co. ​ Dividends ​ We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. ​ Securities Authorized for Issuance Under Equity Compensation Plans ​ None. ​ Recent Sales of Unregistered Securities and Use of Proceeds ​ Simultaneously with the closing of the IPO on January 14, 2022, pursuant to the Subscription Agreement for private placement units (the “Private Placement Units”), the Company completed the private sale of an aggregate of 376,000 units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $3,760,000.

The Private Placement Units are identical to the units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. 42 Table of Contents 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 AGP for $7,000.

On November 22, 2021, the Company effected a 2 for 3 reverse stock split of its common stock, and AGP 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 AGP owns 750,000 Founder Shares.

Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of AGP) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible.

Simultaneously with the consummation of the IPO, the Company sold 376,000 Private Placement Units, as described above under the heading “Introduction,” which is part of Item 1 above. Since the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer.

The Company’s Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign, or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial 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 initial 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.

For further description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, Note 1 to the financial statements included herewith, and as Item 7A below. ​ Purchases of Equity Securities by the Issuer and Affiliated Purchasers ​ None. ​ ITEM 6. [RESERVED] ​

Financial statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Annual Report on Form 10-K. ​ 43 Table of Contents 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 ​ 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 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 ​ 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 July 11, 2024.

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 year ended December 31, 2023 were organizational activities and the search for a prospective Business Combination. We do not expect to generate 44 Table of Contents 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 year ended December 31, 2023, we had a net loss of $1,034,593. This consisted of $1,098,724 in professional fees, general and administrative expenses and franchise taxes, $72,824 of income tax expense and $235,095 of change in fair value of the forward purchase agreement, partially offset by $372,050 of interest income on marketable securities in the Trust Account.

For the year ended December 31, 2022, we had a net loss of $700,925.

This consisted of $1,853,300 in professional fees and general and administrative expenses, $250,739 of income tax expense, and $163,296 of franchise tax expense offset by $1,566,410 of net gain on marketable securities in the Trust Account. ​ Liquidity and Capital Resources ​ As of December 31, 2023, we had $8,651 in restricted cash available exclusively for payment of current tax liabilities.

As of December 31, 2023, we had a working capital deficit of $3,187,882. 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.

For the year ended December 31, 2023, net cash used in operating activities was $940,730, which is primarily due to a net loss of $1,034,593, change in fair value of forward purchase agreement of $235,095, interest income on marketable securities of $372,050, and changes in operating assets and liabilities of $230,818.

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 cash used in financing activities was $114,129,594 which was due to the payment made for the redemption of shares of $114,329,594 and $200,000 in loan proceeds received from Cycurion.

For the year ended December 31, 2022, net cash used in operating activities was $1,318,432, which is primarily due to a net loss of $700,925, changes in working capital of $948,903, and gain on marketable securities of $1,566,410.

Net cash used in investing activities was $115,625,000, which was due primarily to the proceeds of the IPO deposited into the Trust Account. Net cash provided by financing activities was $117,749,000, which was primarily due to the IPO proceeds and the proceeds from private placement.

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 financial statements included in this annual report on Form 10-K, 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. ​ 45 Table of Contents 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. ​ 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 ​ 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 has engaged A.G.P. 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).

In connection with the Business Combination contemplated with 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. ​ 46 Table of Contents 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 December 31, 2023, the Company has borrowed $200,000 and accrued approximately $4,222 in interest. No amounts were borrowed as of December 31, 2022.