Western Acquisition Ventures Corp

Previous wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three months ended March 31, 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.

Current wording

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three and six months ended June 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.

Previous wording

For the three months ended March 31, 2023, we had a net loss of $171,611. This consisted of $366,469 in professional fees, general and administrative expenses, income tax expense and franchise taxes offset by $189,160 of net gain on marketable securities in the Trust Account and $43,101 of change in fair value of the forward purchase agreement.

Current wording

For the three months ended June 30, 2023, we had a net loss of $332,537. This consisted of $216,126 in professional fees, general and administrative expenses, income tax expense and franchise taxes and $93,954 of interest income on marketable securities in the Trust Account and $210,365 of change in fair value of the forward purchase agreement.

Previous wording

As of March 31, 2024, we had $1,008 in restricted cash available exclusively for payment of current tax liabilities. As of March 31, 2024, we had a working capital deficit of $2,782,776. 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.

Current wording

As of June 30, 2024, we had $14,876 in restricted cash available exclusively for payment of current tax liabilities. As of June 30, 2024, we had a working capital deficit of $3,289,361. 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.

Previous wording

For the three months ended March 31, 2024, net cash used in operating activities was $107,643, which is primarily due to a net income of $408,380, change in fair value of forward purchase agreement of $665,116 and changes in operating assets and liabilities of $149,093. Net cash provided by investing activities was $227,375 which was due to the withdrawal from the Trust Account in connection with redemption. Net cash used in financing activities was $327,375 which was due to the payment made for the redemption of shares and proceeds from loan payable of $100,000.

Current wording

For the six months ended June 30, 2024, net cash used in operating activities was $420,868, which is primarily due to a net loss of $295,321, 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 $412,345. Net cash provided by investing activities was $693,462 which was due to the withdrawal from the Trust Account in connection with redemption of $620,638 and withdrawal from Trust Account to pay franchise and income taxes of $72,824. Net cash used in financing activities was $266,369 which was due to the payment made for the redemption of shares of $620,638 offset by proceeds from loan payable of $354,269.

Previous wording

For the three months ended March 31, 2023, net cash used in operating activities was $393,175, which is primarily due to a net loss of $171,611, change in fair value of derivative liabilities of $43,101, gain on marketable securities of $189,160, and changes in operating assets and liabilities of $10,697. Net cash provided by investing activities was $109,406,586, which was due to the withdrawal from the Trust Account to pay redeeming shareholders of $109,436,586 offset by $30,000 deposited into the trust account. Net cash used in financing activities was $109,436,586 which was primarily due to the payment made for the redemption of shares.

Current wording

For the six months ended June 30, 2023, net cash used in operating activities was $490,930, which is primarily due to a net loss of $504,148, change in fair value of forward purchase agreement of $167,264, interest income on marketable securities of $283,114, and changes in operating assets and liabilities of $129,068. Net cash provided by investing activities was $109,376,586, which was due to the withdrawal from the Trust Account to pay redeeming shareholders of $109,436,586 offset by $60,000 deposited into the Trust Account. Net cash used in financing activities was $109,436,586 which was due to the payment made for the redemption of shares.

Previous wording

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 March 31, 2024, the Company has borrowed $300,000 and accrued approximately $7,972 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.

Current wording

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 June 30, 2024, the Company has borrowed $554,269 and accrued approximately $14,900 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.