Business Context and Reporting Period
The filing is a Form 10-K for Western Acquisition Ventures Corp., not Cycurion, Inc. It covers the period from incorporation on April 28, 2021 through December 31, 2021, with financial statements presented from inception. The registrant was a Delaware blank-check company (SPAC) formed to identify and complete an initial business combination and had not commenced operating activities or generated operating revenue.
The IPO and related private placement closed on January 14, 2022, after the fiscal year-end. The filing describes a target search across multiple industries, including infrastructure and environmental services, healthcare and wellness, financial technology, enterprise software, SaaS, leisure and hospitality.
Financial Metrics
| Metric | Period ended December 31, 2021 |
|---|---|
| Revenue | $0; no operating revenues |
| Net loss | $11,371 |
| General and administrative expense | $8,971 |
| Franchise tax expense | $2,400 |
| Cash used in operating activities | $2,971 |
| Cash used in investing activities | $98,116, primarily deferred offering costs |
| Cash provided by financing activities | $105,000, consisting of $25,000 from sponsor stock issuance and $80,000 from a related-party note |
| Cash | $3,913 |
| Working capital | Deficit of $309,487 |
| Total assets | $327,029, including $323,116 of deferred offering costs |
| Total liabilities | $313,400 |
| Stockholders’ equity | $13,629 |
| Debt | $80,000 related-party note payable at year-end; repaid on January 14, 2022 |
| Margins | Not meaningful because the company had no revenue |
The filing states that the IPO and over-allotment generated gross proceeds of approximately $115 million, supplemented by approximately $3.76 million from private placement units. Approximately $116.15 million was placed in the trust account. As of March 21–22, 2022, the reported trust balance was approximately $116.06 million. The filing contains inconsistencies regarding the initial IPO and private-placement unit counts; investors should verify the final figures in the applicable post-IPO filings.
Material Changes Versus the Prior Comparable Period
- No prior comparable operating period is presented; the company was incorporated on April 28, 2021.
- Operations during the reporting period were limited to formation, IPO preparation and related organizational activities.
- The IPO, over-allotment and private placement occurred after December 31, 2021 and materially changed the company’s liquidity and capitalization after year-end.
- The company’s public securities began trading after year-end, with units commencing Nasdaq trading on January 12, 2022; separate trading of common stock and warrants was expected around April 11, 2022.
Guidance, Outlook, Risks and Unusual Items
- The company expected to complete an initial business combination by January 13, 2023, with up to two three-month extensions, each requiring a $1.15 million sponsor deposit into the trust account.
- If no business combination is completed by the applicable deadline, the company must cease operations, redeem public shares using the trust account and liquidate. Public warrants would expire worthless.
- Management and the auditor reported substantial doubt about the company’s ability to continue as a going concern because of the mandatory liquidation provisions and limited funds outside the trust account.
- The company had no definitive agreement with a target and no assurance that it would complete a business combination. Nasdaq rules require the target or targets to have aggregate fair market value of at least 80% of the trust account, subject to stated exclusions.
- Public shareholders had redemption rights in connection with a business combination, subject to minimum net tangible asset requirements and a 15% redemption limitation for a shareholder or group in certain circumstances.
- Founder shares and sponsor interests created potential conflicts because insiders invested at nominal prices, agreed to support a business combination and would lose their investment if the company liquidated.
- The company may need additional sponsor, related-party or third-party financing to fund working capital and transaction expenses. Such financing is not committed.
- COVID-19, capital-market volatility, competition for acquisition targets, redemption activity, financing availability, third-party claims against the trust account and potential dilution from additional equity or debt were identified as material risks.
- The company reported no material litigation and no material changes in internal controls. As an emerging growth company, it elected to use certain reduced reporting requirements and the extended transition period for accounting standards.
Most Important Facts for Investors to Verify
- Confirm the issuer identity: the supplied filing is for Western Acquisition Ventures Corp., while the request identifies Cycurion, Inc.
- Reconcile the IPO and private-placement amounts and unit counts, which are described inconsistently in different sections of the filing.
- Verify the post-year-end trust-account balance, public-share count, warrant count and Nasdaq trading status in subsequent Form 8-K filings.
- Review whether a business combination agreement was executed, amended, extended or terminated after the filing date.
- Assess the going-concern disclosure, funds available outside the trust account and any sponsor or related-party working-capital loans.
- Evaluate dilution from founder shares, private-placement securities, potential PIPE financing, additional debt and warrant exercises.
- Review redemption terms, liquidation deadlines, sponsor extension deposits and the potential effect of third-party claims on trust-account distributions.