425: Cycurion, Inc. Finalizes Business Combination, Appoints New Leadership

Cycurion, Inc. completes its business combination with Western Acquisition Ventures Corp., ushering in a new era with a focus on cybersecurity solutions.

Summary

• Cycurion, Inc. has completed its business combination with Western Acquisition Ventures Corp. on February 14, 2025.
• As a result of the combination, Western Acquisition Ventures Corp. has been renamed Cycurion, Inc.
• Each ordinary share of Old Cycurion was cancelled and converted into shares of Company common stock, with the aggregate number of shares capped at 15,000,000.
• Concurrently with the completion of the Business Combination, the Company issued an aggregate of 6,543,073 shares of common stock, 106,816 shares of Series A preferred stock, 3,000 shares of Series B preferred stock, 4,851 shares of Series C preferred stock, 6,666,667 shares of Series D preferred stock, 680,875 Series A warrants, 6,000,000 Series B warrants, 7,272,728 Series D warrants, 270,171 common stock warrants, 472,813 shares of common stock issued in connection with the Seriess D private placement, 500,000 shares of common stock issued to A.G.P./Alliance Global Partners (A.G.P.), 250,000 shares of common stock issued to Seward & Kissel LLP and 78,803 shares of common stock issued to Baker & Hostetler LLP.
• The company intends to form two new wholly-owned subsidiaries related to SLG Innovation Inc. contracts, with a 49% ownership stake in one subsidiary focused on Chicago/Illinois agreements.
• After the Business Combination, there are 11,877,689 shares of Company common stock issued and outstanding.
• A.G.P. received a cash fee and warrants in connection with the Business Combination transaction.
• Lock-up agreements are in place for various securities, with release conditions based on trading value and VWAP of Cycurion Common Stock.
• The company has ceased to be a shell company as a result of the Business Combination.
• Cycurion does not anticipate paying any cash dividends in the foreseeable future.
• The 2025 Equity Incentive Plan was approved by Western's stockholders at the Special Meeting.

Sentiment

Score: 7

Explanation: The document is primarily factual, detailing the completion of a business combination. While there are inherent risks associated with forward-looking statements, the overall tone is positive, reflecting the successful completion of the transaction.

Positives

• The Business Combination has been completed, providing Cycurion with access to public markets.
• New leadership has been appointed, potentially bringing fresh perspectives and expertise.
• The company has ceased to be a shell company, indicating a transition to active operations.
• The 2025 Equity Incentive Plan was approved by Western's stockholders at the Special Meeting.

Negatives

• Cycurion does not anticipate paying any cash dividends in the foreseeable future, which may be unattractive to some investors.
• Lock-up agreements restrict the immediate sale of a significant portion of the company's stock.

Risks

• The document contains forward-looking statements that are subject to various risks and uncertainties.
• The company's ability to maintain the listing of its securities on Nasdaq is not guaranteed.
• The company's ability to recognize the anticipated benefits of the business and the Business Combination is subject to competition and other factors.
• The company's ability to meet its future capital requirements to fund its operations is uncertain.

Future Outlook

The document contains forward-looking statements regarding the future financial and operating results of the Company, its plans, strategies, and objectives, and future economic conditions.

Management Comments

• L. Kevin Kelly will continue to serve as Chief Executive Officer of the Company.
• Alvin McCoy, III will continue to serve as the Chief Financial Officer of the Company.
• Emmit McHenry will continue to serve as Chairman of the Board.

Industry Context

The announcement reflects a trend of SPACs (Special Purpose Acquisition Companies) merging with private companies to bring them to the public market. The focus on cybersecurity aligns with the increasing demand for such services in the current digital landscape.

Management Changes

Corporate Governance

Legal Proceedings

• Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled Information About Legal Proceedings, which is hereby incorporated herein by reference.

Related Party Transactions

• Certain relationships, related person transactions and director independence are described in the Proxy Statement/Prospectus in the section entitled Certain Relationships and Related Person Transactions, which is hereby incorporated herein by reference.

Stakeholder Impact

• Shareholders: Existing Western shareholders will now hold shares in the combined company, Cycurion, Inc.
• Employees: The merger may bring new opportunities for employees of both companies, but also potential restructuring.
• Customers: The merger may lead to enhanced product offerings and services.
• Suppliers: The combined company may have increased purchasing power, potentially impacting supplier relationships.

Next Steps

• The company intends to form two new wholly-owned subsidiaries related to SLG Innovation Inc. contracts.
• The company will file an initial listing application to have its common stock and warrants approved for listing on Nasdaq.
• The company will be working to integrate the two businesses.

Key Dates