Cycurion, Inc S-1/A, filed Jan 5, 2022

Cycurion, Inc. (CYCU)

S-1/A 2022-01-05

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Added on October 16, 2026

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Delaware		6770		86-3720717
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company x

Title of Each Class of Security being registered	Amount Being Registered⁽²⁾		Proposed Maximum Offering Price per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾		Amount of Registration Fee
Units, each consisting of one share of common stock, $0.0001 par value and one Warrant entitling the holder to purchase one share of common stock⁽²⁾		11,500,000	$	10.00	$	115,000,000	$	10,660.50
Shares of common stock, $0.0001 par value, included as part of the units⁽³⁾		11,500,000		—		—		—	⁽⁴⁾
Warrants included as part of the units⁽³⁾		11,500,000		—		—		—	⁽⁴⁾
Total					$	115,000,000	$	10,660.50	⁽⁵⁾

	Price to Public		Underwriting Discount and Commissions⁽¹⁾		Proceeds, Before Expenses, to us
Per unit	$	10.00	$	0.05	$	9.95
Total	$	100,000,000	$	500,000	$	99,500,000

	Page

SUMMARY		5

RISKS		27

SUMMARY FINANCIAL DATA		29

RISK FACTORS		29

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		69

USE OF PROCEEDS		70

DIVIDEND POLICY		71

DILUTION		72

CAPITALIZATION		74

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		75

PROPOSED BUSINESS		78

MANAGEMENT		99

PRINCIPAL STOCKHOLDERS		105

RELATED PARTY TRANSACTIONS		108

DESCRIPTION OF SECURITIES		110

SECURITIES ELIGIBLE FOR FUTURE SALE		117

UNDERWRITING – CONFLICTS OF INTEREST		127

LEGAL MATTERS		136

EXPERTS		136

WHERE YOU CAN FIND ADDITIONAL INFORMATION		136

INDEX TO FINANCIAL STATEMENTS		F-1

NOTES TO FINANCIAL STATEMENTS		F-7

INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

	·	“A.G.P.” or “representative” refers to A.G.P./Alliance Global Partners, which is the representative of the underwriters in this offering;

	·	“initial stockholders” refers to all of our stockholders immediately prior to the date of this prospectus, including our sponsor, officers and directors, and the representative, each to the extent they hold such shares;

	·	“initial business combination” refers to our initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination;

	·	“representative” refers to A.G.P./Alliance Global Partners, which is the representative of the underwriters in this offering;

	·	“representative shares” refers to 750,000 shares of our common stock transferred from our sponsor to an affiliate of A.G.P. as compensation to the representative and its designees, 97,826 shares of common stock of which are subject to forfeiture if the over-allotment option is not exercised; and

Securities offered		10,000,000 units (or 11,500,000 units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of: · one share of common stock; and · one warrant to purchase one share of common stock

Listing of our securities and proposed symbols		We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on the Nasdaq stock exchange under the symbols “WAVSU,” “WAVS,” and “WAVSW,” respectively.

Trading commencement and separation of common stock and warrants		Each of the shares of common stock and warrants may trade separately on the 90^th day after the date of this prospectus unless A.G.P. determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will A.G.P. allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering.

		Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants.

		We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if A.G.P. has allowed separate trading of the shares of common stock and warrants prior to the 90^th day after the date of this prospectus.

Units:

Number outstanding before this offering and the private placement		0 units

Number outstanding after this offering and the private placement		10,361,000 units (or 11,876,000 if the underwriters’ over-allotment option is exercised in full), which includes the private placement units.

Shares of common stock:

Number issued and outstanding before this offering and the private placement		2,875,000 founder shares (including 750,000 representative shares)

Number to be issued and outstanding after this offering and the private placement		12,861,000 common shares, including 10,000,000 shares underlying the public units, 2,500,000 founder shares (including 652,174 representative shares) and 361,000 shares underlying the private placement units. These numbers assume the over-allotment option is not exercised.

Redeemable Warrants:

Number issued and outstanding before this offering and the private placement		0 warrants

Number to be issued and outstanding warrants after this offering and the private placement		10,361,000 warrants (or 11,876,000 if the over-allotment option is exercised in full), which includes warrants that make part of the private placement units.

Exercisability		Each redeemable public warrant entitles the holder thereof to purchase one share of common stock.

Exercise period		Beginning on the later of: (i) one year after the date that the registration statement for this offering, or this Registration Statement, is declared effective by the SEC; and (ii) the consummation by us of our initial business combination, and terminating on the five-year anniversary of the completion of our initial business combination; provided, in each case, that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).

		We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.

		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise their warrant prior to the scheduled redemption date. However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the redemption notice is issued.

		The redemption criteria for our warrants have been established at a price that is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

		If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

		The holders of representative shares will not participate in any distribution from our trust account with respect to such shares.
Founder Shares		On June 9, 2021, our sponsor purchased 4,312,500 shares for an aggregate purchase price of $25,000, which included 1,207,500 representative shares transferred from our sponsor to an affiliate of A.G.P. on June 16, 2021 for $7,000 (up to 157,500 of which were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part). On November 22, 2021, we effected a 2 for 3 reverse stock split of our common stock, and A.G.P. sold back to our sponsor 55,000 founder shares for $478, such that our sponsor owns 2,125,000 founder shares, and A.G.P. owns 750,000 founder shares (of which 277,174 founder shares and 97,826 founder shares that are subject to forfeiture to the extent that the over-allotment option is not exercised in full or in part so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering). Prior to the initial investment in us of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to us by the aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding the shares of common stock underlying the private placement warrants). As such, our initial stockholders will collectively own approximately 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any public units in this offering.

		A portion of the proceeds from the private placement of the private placement units will be added to the proceeds of this offering and placed in a trust account in the United States maintained by American Stock Transfer & Trust Company, LLC, as trustee, in an amount such that, at the time of the closing of this offering, $101,000,000 (or $116,150,000 if the over-allotment option is exercised in full) will be held in the trust account ($10.10 per unit). The remainder of such proceeds shall be held by us outside of the trust account for working capital purposes.
Representative Shares		As part of the underwriting compensation payable to the underwriters in connection with this offering, 750,000 representative shares were transferred from our sponsor to an affiliate of A.G.P. for $6,522, which make up part of the founder shares, of which 97,826 are subject to forfeiture if the underwriters do not exercise the over-allotment. The representative has agreed not to transfer, assign, or sell any such shares without our prior consent until the completion of our initial business combination. In addition, A.G.P. has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if we fail to complete our initial business combination within 12 months (or up to 18 months, if extended) from the closing of this offering. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

Offering proceeds to be held in trust		$101,000,000 (or $116,150,000 if the over-allotment option is exercised in full), consisting of the net proceeds of this offering and a portion of the net proceeds of the private placement, will be placed in a United States based trust account, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee pursuant to an agreement to be signed on the date of this prospectus.

		The proceeds of this offering include $4,500,000 (or $5,175,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate, to be payable to A.G.P. upon consummation of the initial business combination, as an initial business combination agreement fee as described under the section “Underwriting - Conflicts of Interest”, representing 4.5% of the proceeds from this offering. Such amount is to be placed in a trust account located in the United States as described herein.

		Except as set forth below, the proceeds in the trust account will not be released until the earlier of: (1) the completion of our initial business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed an initial business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the trust account will not be available for our use for any expenses related to this offering or expenses that we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business.

		Notwithstanding the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to an initial business combination only from the approximately $1,425,000 of net proceeds of the sale of the private placement units in the private placement that are not held in the trust account.

Conversion rights		In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he, she or it is voting for or against such proposed initial business combination, to demand that we convert their public shares into a pro rata share of the trust account upon consummation of the initial business combination.

		We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the initial business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the initial business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed initial business combination and the proposed initial business combination is not consummated, this may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

		Under Delaware law, we may be required to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.

		If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed initial business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.

		In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless.

		We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them.

		The holders of the founder shares and private placement units will not participate in any redemption distribution with respect to their founder shares and private placement units, but may have any public shares redeemed upon liquidation.

		If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.10. The proceeds deposited in the trust account, however, could become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.10. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,425,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

Conflict of Interest		A.G.P. has a “conflict of interest” within the meaning of FINRA Rule 5121(f)(5)(B) in this offering because it and its affiliates collectively own more than 10% of our shares. Due to this conflict of interest, The Benchmark Company, LLC is acting as a “qualified independent underwriter” 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, this prospectus and the registration statement of which it forms a part. The Benchmark Company, LLC will receive $100,000 (such amount to be deducted from the underwriters’ commissions) for acting as a qualified independent underwriter. We have agreed to indemnify The Benchmark Company, LLC against certain liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder. See “Underwriting — Conflicts of Interest” for further information.

	September 30, 2021
	Actual			As Adjusted
Balance Sheet Data:
Working capital (deficiency)⁽¹⁾	$	(275,163	)	$	1,446,962
Total assets⁽²⁾		308,562			102,446,962
Total liabilities		286,600			-
Value of common stock subject to possible redemption		-			101,000,000
Stockholders’ equity⁽³⁾		21,962			1,446,962

Public shares		10,000,000
Founder shares		2,500,000
Shares underlying the private placement units		361,000
Total shares		12,861,000
Total funds in trust available for initial business combination (less the initial business combination marketing fee payable to A.G.P. as described in “Underwriting - Conflicts of Interest” and held in the trust account)	$	96,500,000
Initial implied value per public share	$	10.10
Implied value per share upon consummation of initial business combination	$	7.50

	·	may significantly dilute the equity interest of investors in this offering;

	·	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

	·	could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

	·	may adversely affect prevailing market prices for our units, common stock and/or warrants.

	Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds
From offering	$	100,000,000		$	115,000,000
From sale of private placement units	$	3,610,000		$	3,760,000
Total gross proceeds	$	103,610,000		$	118,760,000
Offering expenses⁽¹⁾
Non-contingent underwriting fee ⁽²⁾	$	500,000		$	500,000
Issuer legal fees and expenses	$	225,000		$	225,000
AGP legal fees and expenses	$	150,000		$	150,000
Accounting fees & expenses	$	40,000		$	40,000
SEC/FINRA fees & expenses	$	62,445		$	62,445
Nasdaq listing and filing fees	$	75,000		$	75,000
Printing and engraving expenses	$	35,000		$	35,000
Miscellaneous	$	97,555		$	97,555
Total offering expenses paid at IPO	$	1,185,000		$	1,185,000

Net proceeds (does not include any business combination market fee payable to A.G.P.)⁽³⁾	$	102,425,000		$	117,575,000
Held in the trust account	$	101,000,000		$	116,150,000
% of public offering size held in trust account⁽⁴⁾		101	%		101	%
Not held in the trust account⁽⁴⁾	$	1,425,000		$	1,425,000

Use of Net Proceeds Not Held in the Trust Account
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination	$	600,000			42.10	%
Legal and accounting fees related to regulatory reporting obligations, including certain regulatory fees and Nasdaq continued listing fees	$	150,000			10.53	%
Director and officer liability insurance premiums	$	600,000			42.11	%
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)	$	75,000			5.26	%
Total	$	1,425,000			100.00	%

	Without Over- allotment			With full exercise of Over- allotment
Public offering price	$	10.00		$	10.00
Net tangible book deficit before this offering		(0.10)			(0.10	)
Increase (decrease) attributable to public stockholders		0.61			0.55
Pro forma net tangible book value after this offering		0.51			0.45
Dilution to public stockholders	$	9.49		$	9.55
Percentage of dilution to public stockholders		94.9	%		95.5	%

	Shares Purchased					Total Consideration					Average Price
	Number		Percentage			Number		Percentage			Per Share
Initial stockholders⁽¹⁾		2,500,000		19.44	%	$	25,000		0.02	%	$	0.001
Public stockholders		10,000,000		77.75	%	$	100,000,000		96.50	%	$	10.00
Private Placement Units		361,000		2.81	%	$	3,610,000		3.48	%	$	10.00
		12,861,000		100.00	%	$	103,635,000		100.00	%

	Without Over-			With full exercise of Over-
	allotment			allotment
Numerator:
Net tangible book deficit before this offering	$	(275,163	)	$	(275,163	)
Net proceeds from this offering ⁽¹⁾	$	102,425,000			117,575,000
Plus: Offering costs paid in advance, excluded from tangible book value	$	297,125			297,125
Less: Proceeds held in trust subject to redemption⁽²⁾	$	(101,000,000	)		(116,150,000	)
	$	1,446,962		$	1,446,962
Denominator:
Common stock outstanding prior to this offering		2,875,000			2,875,000
Common stock forfeited if over-allotment is not exercised		(375,000	)		-
Common stock included in the units offered		10,000,000			11,500,000
Common stock included in the private placement units		361,000			376,000
Less: Shares subject to redemption⁽²⁾		(10,000,000	)		(11,500,000	)
		2,861,000			3,251,000

	September 30, 2021
	Actual			As Adjusted ⁽¹⁾
Note payable to related parties ⁽²⁾	$	55,000		$	-

Common stock, $0.0001 par value, 50,000,000 shares authorized; -0- and 10,000,000 shares are subject to possible redemption, actual and as adjusted, respectively⁽³⁾⁽⁴⁾	$	-			101,000,000
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted		-			-
Common stock, $0.0001 par value, 50,000,000 shares authorized; 2,875,000 and 2,861,000 shares issued and outstanding, actual and as adjusted, respectively⁽⁵⁾	$	287			286
Additional paid-in capital⁽⁶⁾	$	24,713			1,449,714
Accumulated deficit	$	(3,038	)		(3,038	)
Total stockholders' equity	$	21,962			1,446,962
Total capitalization	$	76,962		$	102,446,962

	·	$600,000 of expenses for director and officer liability insurance premiums;

	·	$75,000 for working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income); and

	·	$150,000 of expenses for legal and accounting fees relating to SEC reporting obligations.

·	staffing for financial, accounting and external reporting areas, including segregation of duties;

·	reconciliation of accounts;

·	proper recording of expenses and liabilities in the period to which they relate;

·	evidence of internal review and approval of accounting transactions;

·	documentation of processes, assumptions and conclusions underlying significant estimates; and

·	documentation of accounting policies and procedures.

		Terms of the Offering		Terms Under a Rule 419 Offering
Escrow of offering proceeds		$101,000,000, consisting of the net offering proceeds, as well as a portion of the proceeds from the sale of the private placement units, which will be deposited into a trust account in the United States, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.		$85,500,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account.

Investment of net proceeds	The $101,000,000 of the net offering proceeds, as well as a portion of the proceeds from the sale of the private placement units, held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in United States government treasuries.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.

Limitation on fair value or net assets of target business	The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account (excluding the fee payable to A.G.P. upon an initial business combination as described in “Underwriting - Conflicts of Interest” and taxes payable on the interest earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination.	We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

Trading of securities issued	The units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 90^th day after the date of this prospectus unless A.G.P. informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.	No trading of the units or the underlying securities would be permitted until the completion of an initial business combination. During this period, the securities would be held in the escrow or trust account.

Exercise of the warrants	The warrants cannot be exercised until the completion of an initial business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.	The warrants could be exercised prior to the completion of an initial business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

	Terms of the Offering	Terms Under a Rule 419 Offering
Election to remain an investor	We will either (1) give our stockholders the opportunity to vote on the initial business combination or; (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed initial business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our amended and restated certificate of incorporation, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC that will contain substantially the same financial and other information about our initial business combination as we would have included in a proxy statement.	A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify us, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of ours or require the return of their investment. If we have not received the notification by the end of the 45^th business day, funds and interest or dividends, if any, held in the trust or escrow account would be returned automatically to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

	The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.

Initial business combination deadline	Pursuant to our amended and restated certificate of incorporation, if we do not complete our initial business combination within 12 months (or up to 18 months, if extended) from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation.	If an acquisition has not been consummated within 12 months (or up to 18 months, if extended) after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.

Interest earned on the funds in the trust account	There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of an initial business combination and our entry into liquidation upon failure to effect an initial business combination within the allotted time.	All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of an initial business combination and our liquidation upon failure to effect an initial business combination within the allotted time.

Release of funds	Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of an initial business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the initial business combination) and the liquidation of our trust account upon failure to effect an initial business combination within the allotted time.	The proceeds held in the escrow account would not be released until the earlier of the completion of an initial business combination or the failure to effect an initial business combination within the allotted time.

Name	Age	Position
Stephen Christoffersen	36	Chief Executive Officer and Director Nominee*
William Lischak	64	Chief Financial Officer and Director
Ade Okunubi	38	Director Nominee*
Ali Jahangiri	46	Director Nominee*
Robin L. Smith	56	Director Nominee*
Adam K. Stern	57	Director Nominee*

Name of Individual	Name of Affiliated Company	Industry of Affiliated Company	Affiliation
Stephen Christoffersen	KushCo Holdings	Consumer Products	CFO
	XS Financial	Financial	Board Member
	Range Ventures LLC	Financial	Founder & Managing Member

William Lischak	RightsTrade, LLC	Film and Television Rights Licensing	CEO

Ade Okunubi	Industrial Battery	Industrial Battery Distribution and Servicing	President
	OKA Holdings	Investment Fund	Managing Partner

Ali Jahangiri	Matisse Falcon, Inc.	Financial	CEO
	Hotels, LLC	Hotel Industry	CEO
	JV Group, Inc.	Real Estate Company	Founder & President
	EB5 Bride, Inc.	EB5 Visa Industry	Founder & President
	Loyola Law School – Board of Overseers	University	Board Member
	CA Film Commission	Film	Commissioner
	Outclick Media (d/b/a Eb5Investors.com; Opportunity Zone Expo, Uglobal)	Events & Publications - Immigration	Founder & CEO

Robin L. Smith	Caladrius Biosciences, Inc.	Biotechnology	Executive Chairman
	Wellfleet Partners, Inc.	Financial	Partner
	Sorrento Therapeutics	Biotechnology	Board Member
	ServiceSource International, Inc.	Services	Board Member
	Celularity Therapeutics	Biotechnology	Board Member
	Vicinity and Spiritus Therapeutics	Life Sciences	Board Member
	Cura Foundation	Medical	Founder, President, Chairman of the Board
	NYU Langone Medical Center	Medical	Board of Overseers
	Sanford Health	Medical	Board of Trustees
	Alliance for Cell Therapy		Board Member

Adam K. Stern	Stern Aegis Ventures	Financial	CEO
	Aegis Capital Corp.	Financial	Head of Private Equity Banking
	DarioHealth Corp.	Medical	Director
	Organovo Holdings, Inc.	Medical	Director
	Aerami Therapeutics, Inc.	Medical	Director

	Prior to Offering					After Offering
Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership⁽²⁾		Approximate Percentage of Outstanding Shares of Common Stock			Amount and Nature of Beneficial Ownership⁽³⁾		Approximate Percentage of Outstanding Shares of Common Stock
Western Acquisition Ventures Sponsor LLC (our sponsor)		2,125,000		85	%		1,847,826		14	%
A.G.P./Alliance Global Partners⁽⁴⁾		750,000		15	%		652,174		5	%
Stephen Christoffersen (Director Nominee)		-		-			-		-
William Lischak (Director)⁽⁵⁾		2,125,000		85	%		1,847,826		15	%
Ade Okunubi (Director Nominee)		-		-			-		-
Ali Jahangiri (Director Nominee)		-		-			-		-
Robin L. Smith (Director Nominee)		-		-			-		-
Adam K. Stern (Director Nominee)		-		-			-		-
All directors, Director Nominees and executive officers as a group (six individuals)		2,125,000		85	%		1,847,826		14	%

	(2)	Interests shown consist solely of founder shares, classified as common stock, of which up to 277,174 shares are subject to forfeiture by our sponsor, and 97,826 shares are subject to forfeiture by A.G.P./Alliance Global Partners depending on the extent to which the underwriters’ over-allotment option is exercised. Such shares are described in the section of this prospectus entitled “Description of Securities”.

	(3)	Interests shown consist of founders shares, classified as common stock, described in the previous footnote.

	(4)	Interests shown consist solely of representative shares, classified as common stock, of which up to 97,826 shares are subject to forfeiture by A.G.P. depending on the extent to which the underwriters’ over-allotment option is exercised. Such shares are described in the section of this prospectus entitled “Description of Securities”. The business address of A.G.P. is 590 Madison Avenue, 28^thFloor, New York, NY 10022. Interests shown consist of 750,000 shares of common stock beneficially owned by A.G.P. Individuals who have shared voting and investor control over these shares are Raffaele Gambardella, A.G.P.’s Chief Operation Officer and Chief Risk Offcier, Craig E. Klein, A.G.P.’s Chief Financial Officer/Principal Financial Officer, Phillip W. Michals, A.G.P.’s Chief Executive Officer, John J. Venezia, A.G.P.’s Chief Compliance Officer, and David A. Bocchi, Trustee of the David Bocchi Family Trust, which is an indirect owner of A.G.P., each of whom disclaims any beneficial ownership of such shares except to the extent of their pecuniary interest.

	(5)	With respect to before the offering, our sponsor is the record holder of such shares. William Lischak is the managing member of our sponsor. As such, William Lischak has voting and investment discretion with respect to the founder shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the founder shares held directly by our sponsor. William Lischak disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly.