Western Acquisition Ventures S4/A Registration of securities issued in business combination transactions (amended)

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As filed with the U.S. Securities and Exchange Commission on November 1, 2023

Registration No. 333-269724

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

(Pre-Effective Amendment No. 1)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESTERN ACQUISITION VENTURES CORP.

(Exact name of registrant as specified in its charter)

Delaware	6770	86-3720717
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

42 Broadway, 12^th Floor

New York, NY 10004

310-740-0710

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephen Christoffersen

42 Broadway, 12^th Floor

New York, NY 10004

310-740-0710

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J.P. Galda
J.P. Galda & Co.
40 East Montgomery Avenue
LTW 220
Ardmore, PA 19003
Tel: (215) 815-1534
Email: jpgalda@jpgaldaco.com

Randolf W. Katz
Clark Hill PLC
555 South Flower Street, 24^th Floor
Los Angeles, CA 90071
Tel: (213) 417-5310
Email: rkatz@clarkhill.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:


Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2023

PROXY STATEMENT FOR SPECIAL MEETING OF

WESTERN ACQUISITION VENTURES CORP.

AND

PROSPECTUS FOR SHARES OF COMMON STOCK OF

WESTERN ACQUISITION VENTURES CORP.

42 Broadway, 12th Floor

New York, NY 10004

To the Stockholders of Western Acquisition Ventures Corp.:

As we previously announced, Western Acquisition Ventures Corp. (“Western”), Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”) entered into that certain Agreement and Plan of Merger, dated as of November 21, 2022, subsequently amended and restated on October [●], 2023 (as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of Western (the transactions contemplated by the Business Combination Agreement, the “Business Combination”). In addition, in connection with the consummation of the Business Combination, Western will be renamed “Cycurion, Inc.” (“New Cycurion”).

The Business Combination Agreement provides that Western has agreed to acquire all of the outstanding equity interests of Cycurion for an aggregate of 9,500,000 shares of Western common stock, par value $0.0001 per share (the “Merger Consideration Shares”). As further discussed in this proxy statement/prospectus, the parties agreed to a pre-money valuation of Cycurion of $95 million.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the merger (the “Effective Time”), all equity and certain debt securities and certain warrants, options, and restricted stock units of Cycurion that are outstanding immediately prior to the Effective Time shall be cancelled and many of which shall then be exchanged for the right to receive the equity securities and warrants, options, and restricted stock units of Western. The following table sets forth, in gross, the pre-Effective Time equity and debt securities and warrants, options, and restricted stock units of Cycurion to be cancelled and the equity securities and warrants, options, and restricted stock units of Western to be issued at the Effective Time to such persons or entities (collectively, the “Cycurion Legacy Stakeholders”).


	Cycurion [Pre-Merger]		New Cycurion [Post-Merger]
Cycurion Common Stock		12,813,094	4,143,946
Series A Convertible Preferred Stock		345,528	111,749
({Series A} Common Equivalents)		8,877,931	2,871,256
Total {Series A} Warrants		1,333,336	431,221
Series C		—	4,851
"Presumptive Preferred" {Series C} Common		1,306,589	—
("Presumptive Preferred" {Series C} Common Equivalents)		—	1,882,469
"Presumptive Preferred" {Series C} Warrants		406,969	—
Warrants (Other Common Stock Purchase Warrants of Cycurion)		529,067	171,108
Series B "Presumptive Preferred" {Series B}		4,000,000	4,000,000
"Presumptive Preferred" {Series B} Warrants		4,000,000	4,000,000
Series D		—	6,666,667
Aggregate Debt to be Exchanged at Closing	$	3,333,333.33	—
{Series D} Common Stock (not included in Common Stock, above)		472,813	472,813
"Bridge to {Series D}" Warrants		1,181,468	—
{Series D} Warrants		—	7,272,728

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In connection with the execution of the Business Combination Agreement, the Sponsor and Western’s directors and officers (the “Insiders”) entered into a support agreement (the “Sponsor Support Agreement”) with Western and Cycurion, pursuant to which the Sponsor and the Insiders agreed, among other things, to vote all Covered Shares (as defined in the Sponsor Support Agreement), in favor of the Business Combination, against a business combination not relating to the Business Combination, against any change in the business, management and Western board of directors, other than in connection with the Business Combination and against any adjournment proposal, except as permitted pursuant to the Sponsor Support Agreement. In addition, Western, the Sponsor, and the Insiders agreed that the Lock-Up Securities (as defined in the Sponsor Support Agreement) shall not be transferred for twelve (12) months following the Closing Date. As of October 28, 2023 the Sponsor, A.G.P. and Insiders own 91.4% of Western’s issued and outstanding shares of Common Stock.

In addition, also in connection with the execution of the Business Combination Agreement, Cycurion’s officers, directors and certain key stockholders (the “Cycurion Key Stockholders”) entered into a support agreement (the “Company Support Agreement”) with Western and Cycurion, pursuant to which the Cycurion Key Stockholders agreed, among other things, to vote all Stockholder Shares (as defined in the Company Support Agreement), in favor of the Business Combination and against a business combination not relating to the Business Combination. Various pre-Effective Time equity and debt holders of Cycurion, as well as the Cycurion Key Stockholders also entered into Lock-Up Agreements or Leak-out Agreements with Western, pursuant to which those persons or entities agreed, among other things, that the Lock-up Shares (as defined in the Lock-Up Agreements) shall not be transferred for up to twelve (12) months following the Closing Date, subject to certain exceptions and the Leak-out Shares (as defined in the Leak-out Agreements) shall not be sold into the public markets in an amount in excess of 10% or 20% of the daily trading volume of Western’s Common Stock (depending on the specific Leak-out Agreement).

It is anticipated that, upon completion of the Business Combination, Western’s Public Stockholders will retain an ownership interest of approximately 0.9%, the Sponsor and Insiders will retain an ownership interest of approximately 14.3%, Cycurion Legacy Stakeholders will own approximately 84.5% and a service provider receiving stock as partial compensation will own approximately 0.3% in the post-Business Combination company. The ownership percentage with respect to New Cycurion following the Business Combination does not take into account (i) any further redemption of any shares by Western’s Public Stockholders, (ii) the issuance of any shares upon Closing under the Equity Incentive Plan, which is intended to be adopted following consummation of the Business Combination, or (iii) Public Warrants and Private Warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter. The total potential ownership interest of the Sponsor and A.G.P. in New Cycurion following the Business Combination, assuming exercise and conversion of all securities they own is 3,877,000 shares of New Cycurion common stock, or 15.3%, assuming maximum redemptions and an aggregate of 24,825,283 shares of New Cycurion Common Stock issued and outstanding upon exercise of outstanding warrants owned by Sponsor. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Western’s existing stockholders in the post-Business Combination company will be different.

Western’s Units, each consisting of one share of Common Stock and one redeemable warrant, Western’s shares of Common Stock, par value $0.0001 per share, and Western’s warrants, each exercisable for one share of Common Stock (the “Public Warrants”), are currently listed on the Nasdaq Stock Market LLC under the symbols “WAVSU,” “WAVS,” and “WAVSW,” respectively. Pursuant to the Current Charter, Western is providing its Public Stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing Date) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Western to pay its taxes) of Western’s initial public offering (the “Western IPO”).

Western is holding a special meeting (the “Special Meeting”) of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Western Special Meeting, which will be held on [●], 2023, at 10:00 a.m., Eastern time, via live webcast at the following address: [●], unless postponed or adjourned to a later date, Western will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination, and approve the other proposals described in this proxy statement/prospectus.

Western is providing this proxy statement/prospectus and accompanying proxy card to Western stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting.

Whether or not you plan to attend the Special Meeting, Western urges you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors,” beginning on page 52.

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After careful consideration, the disinterested members of Western’s board of directors have unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and Western’s board of directors has determined that it is advisable to consummate the Business Combination.

On behalf of Western’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Stephen Christoffersen

Chief Executive Officer

Western Acquisition Ventures Corp.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [●], 2023 and is first being mailed to the stockholders of Western on or about [●], 2023.

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Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF WESTERN ACQUISITION VENTURES CORP.

To Be Held On [●], 2023

To the Stockholders of Western Acquisition Ventures Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Western Acquisition Ventures Corp., a Delaware corporation (“Western,” “we,” “our” or “us”), will be held on [●], 2023, at 10:00 a.m., Eastern Time, via live webcast at the following address: [●].

You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Western recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. You are cordially invited to attend the Special Meeting for the following purposes:

Proposal 1 — The Business Combination Proposal — to approve the Agreement and Plan of Merger, dated as of October [●], 2023 (as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), by and among Western, Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”); and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of Western (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”). In addition, in connection with the consummation of the Business Combination, Western will be renamed “Cycurion, Inc.” (“New Cycurion”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

Proposal 2 — The Nasdaq Proposal — to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 9,500,000 shares of Common Stock in connection with the Business Combination (the “Nasdaq Proposal”);

Proposal 3 — The Charter Amendment Proposal — to approve the proposed third amended and restated certificate of incorporation of Western (the “Proposed Charter”), which will replace Western’s amended and restated certificate of incorporation, dated January 11, 2022, as amended on January 11, 2023 (the “Current Charter”), and will be in effect upon the consummation of the Business Combination (the “Charter Amendment Proposal”). A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex B;

Proposal 4 — The Advisory Charter Proposals — to approve and adopt, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

to change the post-Business Combination company’s corporate name from “Western Acquisition Ventures Corp.” to “Cycurion, Inc.” (we refer to such proposal as “Advisory Charter Proposal A”);

ii.

to increase the total number of authorized shares of Common Stock from 50 million to 100 million and the number of authorized shares of Preferred Stock from 1 million to 20 million (we refer to such proposal as “Advisory Charter Proposal B”);

iii.

to prohibit stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent (we refer to such proposal as “Advisory Charter Proposal C”); and

iv.

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address the needs of the post-Business Combination company (we refer to such proposal as “Advisory Charter Proposal D”);

Proposal 5 — The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Emmit McHenry, Alvin McCoy, III, Kurt McHenry, and L. Kevin Kelly (current members of the Cycurion board of directors) and Stephen Christoffersen (Western’s Chairman and CEO) to serve on the post-Business Combination company’s board of directors until their respective successors are duly elected and qualified (we refer to this proposal as the “Directors Proposal”);

Proposal 6 — The Equity Incentive Plan Proposal — to approve the 2023 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is annexed to this proxy statement/prospectus as Annex C, in connection with the Business Combination, including the authorization of the initial share reserve under the Equity Incentive Plan (the “Equity Incentive Plan Proposal”); and

Proposal 7 — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, or the Equity Incentive Plan Proposal (the “Adjournment Proposal”).We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal, and the Equity Incentive Plan Proposal, as the “Proposals.”

Only holders of record of Western common stock at the close of business on [●], 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Western stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of Western for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Pursuant to the Current Charter, Western is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination, the shares of Western common stock (“Public Shares”) then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Western to pay its taxes) of the Western IPO. For illustrative purposes, based on funds in the Trust Account of approximately $3.253 million on October 28, 2023, the estimated per share redemption price would have been approximately $10.65.

Public Stockholders may elect to redeem their shares whether they vote for the Business Combination Proposal, against the Business Combination Proposal, if they abstain from voting, or if they fail to vote their shares. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of Common Stock sold in the Western IPO. Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), as well as its officers and directors and A.G.P. have agreed to waive their redemption rights with respect to any shares of Western common stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of October 23, 2023, the Sponsor, A.G.P. and Western’s directors and officers own 80.8% of the issued and outstanding shares of Western common stock. The Sponsor, A.G.P., and Western’s directors and officers have agreed to vote any shares of Western common stock owned by them in favor of the Business Combination Proposal.

The approval of the Charter Amendment requires the affirmative vote of 65% of the issued and outstanding shares of Western common stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy, or electronic ballot and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy, or electronic ballot and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of Western common stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, and the Equity Incentive Plan Proposal will not be presented to the Western stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the

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Directors Proposal, the Charter Amendment Proposal, and the Equity Incentive Plan Proposal are preconditions to the consummation of the Business Combination. Western’s board of directors has already unanimously approved the Business Combination. As a result of these agreements, it is certain that each of the Proposals will be approved, regardless of the vote of the Public Stockholders.

As of October 28, 2023, there was approximately $3,253,000 in the Trust Account. Each redemption of shares of Western common stock by its Public Stockholders will decrease the amount in the Trust Account. Net tangible assets must be maintained at a minimum of $5,000,001 upon consummation of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. Whether or not you plan to attend the Special Meeting, we urge you to read the proxy statement/prospectus carefully. Please pay particular attention to the section therein entitled “Risk Factors.”

If you have any questions or need assistance voting your shares, please call us at [●] or Morrow Sodali LLC, the Company’s proxy solicitation agent at: Toll Free: (800) 662-5200 or Collect: (203) 658-9400. Thank you for your participation. We look forward to your continued support.

[●], 2023

By Order of the Board of Directors

Stephen Christoffersen

Chief Executive Officer

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	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
MARKET AND INDUSTRY DATA	2
TRADEMARKS	2
FREQUENTLY USED TERMS	3
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS	5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	15
SELECTED HISTORICAL FINANCIAL INFORMATION OF CYCURION	36
SELECTED HISTORICAL FINANCIAL INFORMATION OF WESTERN	39
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	41
RISK FACTORS	52
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	66
SPECIAL MEETING OF WESTERN STOCKHOLDERS	68
PROPOSAL 1 – THE BUSINESS COMBINATION PROPOSAL	74
PROPOSAL 2 – THE NASDAQ PROPOSAL	89
PROPOSAL 3 – THE CHARTER AMENDMENT PROPOSAL	90
PROPOSAL 4 – THE ADVISORY CHARTER PROPOSALS	92
PROPOSAL 5 – THE DIRECTORS PROPOSAL	94
PROPOSAL 6 – THE EQUITY INCENTIVE PLAN PROPOSAL	95
PROPOSAL 7 – THE ADJOURNMENT PROPOSAL	103
INFORMATION ABOUT WESTERN	104
EXECUTIVE OFFICERS AND DIRECTORS OF WESTERN	109
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF WESTERN	116
INFORMATION ABOUT CYCURION	120
EXECUTIVE OFFICERS AND DIRECTORS OF CYCURION	125
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION OF CYCURION	128
MANAGEMENT OF NEW CYCURION AFTER THE BUSINESS COMBINATION	130
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CYCURION	131
DESCRIPTION OF SECURITIES OF WESTERN	144
DESCRIPTION OF NEW CYCURION’S SECURITIES AFTER THE BUSINESS COMBINATION	148
COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS	156
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY	163
BENEFICIAL OWNERSHIP OF SECURITIES	164
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	167
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	170
APPRAISAL RIGHTS	179
WHERE YOU CAN FIND MORE INFORMATION	181
INDEX TO FINANCIAL STATEMENTS	F-1

Annex A – Amended and Restated Business Combination Agreement to be included in Amendment	A-1
Annex B – Third Amended and Restated Certificate of Incorporation to be included in amendment	B-1
Annex C – Equity Incentive Plan to be included in amendment	C-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Western (File No. 333-269724) (the “Registration Statement”), constitutes a prospectus of Western under Section 5 of the Securities Act, with respect to the shares of Western common stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Special Meeting of Western stockholders, at which Western stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

Western files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read Western’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow St, 5^th Floor

South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

Email: WAVS.info@investor.morrowsodali.com

If you are a stockholder of Western and would like to request documents, please do so by [●], 2023 to receive them before the Western Special Meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Western stockholders nor the issuance by Western of its Common Stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Western has been provided by Western and information contained in this proxy statement/prospectus regarding Cycurion has been provided by Cycurion.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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MARKET AND INDUSTRY DATA

We are responsible for the disclosure contained in this proxy statement/prospectus. However, certain information contained in this document relates to or is based on studies, publications, surveys, and other data obtained from third-party sources, and Western’s and Cycurion’s own internal estimates and research. While we believe these third-party sources to be reliable as of the date of this proxy statement/prospectus, we have not independently verified the market and industry data contained in this proxy statement/prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. The market and industry data used in this prospectus involve a number of assumptions and limitations, and any estimates underlying such market information and other factors, including those described in the section titled “Risk Factors,” could cause actual results to differ materially from those expressed in the third-party estimates and in our estimates.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, copyrights, trademarks, trade names, and service marks referred to in this proxy statement/prospectus may appear without the ^©, ^®, ^TM, or ^SM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ copyrights, trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Western” refer to Western Acquisition Ventures Corp., and the terms “New Cycurion,” and “post-Business Combination company” refer to Cycurion, Inc., and its subsidiaries following the consummation of the Business Combination.

In this document:

“A.G.P./Alliance Global Partners,” or “A.G.P.” means the lead underwriter in Western’s IPO and financial advisor to Western in connection with the IPO.

“BCMA” means that certain business combination marketing agreement, dated January 11, 2022, by and between Western and A.G.P.

“Board” means the board of directors of Western.

“Business Combination” means the business combination pursuant to the Business Combination Agreement.

“Business Combination Agreement” means the Amended and Restated Agreement and Plan of Merger, dated as of October [●] 2023, by and among Western, Merger Sub and Cycurion.

“Charter” or “Current Charter” means Western’s current amended and restated certificate of incorporation dated January 11, 2022, as amended on January 11, 2023, as filed with the Secretary of State of the State of Delaware.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Cycurion” means Cycurion, Inc., a Delaware corporation, prior to the Business Combination.

“Cycurion Legacy Stakeholders” refers to the holders of pre-Effective Time equity and debt securities and warrants, options, and restricted stock units of Cycurion to be cancelled that are exchanged for the equity securities and warrants, options, and restricted stock units of Western to be issued at the Effective Time to such persons or entities.

“DGCL” means the Delaware General Corporation Law.

“Effective Time” means the time at which the Business Combination became effective pursuant to its terms.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Founder Shares” means the shares of Western common stock initially purchased by the Sponsor and A.G.P. in a private placement, all of which shares are referred to herein as “Founder Shares.”

“GAAP” refers to the generally accepted accounting principles.

“JOBS Act” means the Jumpstart Our Business Startup Act of 2012, as amended.

“Merger Consideration” and “Merger Consideration Shares” means the shares of Common Stock and Preferred Stock to be issued as part of the consideration for the Business Combination.

“Merger Sub” means WAV Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Western.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Nasdaq Capital Market” means The Nasdaq Capital Market listing tier of The Nasdaq Stock Market LLC.

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“New Cycurion” refers to Western following the consummation of the Business Combination.

“Private Placement” means the private placement to the Sponsor (and/or its designees) of the Private Warrants that occurred simultaneously with the Western IPO.

“Private Warrants” means the warrants sold in the Private Placement.

“Public Shares” means the shares of Western common stock sold as part of the units in the Western IPO (whether purchased in the offering or thereafter in the open market).

“Public Stockholders” means the holders of our Public Shares, including our initial stockholders and management team to the extent our initial stockholders and/or members of our management team purchased public shares, provided that each initial stockholder’s and member of our management team’s status as a “Public Stockholder” will only exist with respect to such Public Shares.

“Public Warrants” means the warrants underlying the Units sold in the Western IPO.

“Proposals” means the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Special Meeting” means the special meeting of the stockholders of Western, to be held on , 2023, at 10:00 a.m., Eastern Time, via live webcast.

“Sponsor” means Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company.

“Trust Account” means the Trust Account of Western, which holds the net proceeds of the Western IPO, together with interest earned thereon, less amounts released to pay tax obligations.

“Units” means units of Western consisting of one share of Common Stock and one Public Warrant.

“Western” means Western Acquisition Ventures Corp.

“Western common stock” or “common stock” means common stock of Western, $0.0001 par value.

“Western IPO” means Western’s initial public offering, which was consummated on January 11, 2022.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting of Western stockholders. The following questions and answers do not include all the information that is important to stockholders of Western. We urge the stockholders of Western to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q.	Why am I receiving this proxy statement/prospectus?

Western stockholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement, among other Proposals. Western has entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. We refer to this merger as the “Business Combination.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Below are the Proposals on which Western stockholders are being asked to vote.

Proposal 1 — The Business Combination Proposal — to approve the Business Combination Agreement, by and among Western, Merger Sub, and Cycurion; and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of Western (the transactions contemplated by the Business Combination Agreement. In addition, in connection with the consummation of the Business Combination, Western will be renamed “Cycurion, Inc.” (“New Cycurion”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

Proposal 3 — The Charter Amendment Proposal — to approve the Proposed Charter, which will replace Western’s Current Charter, and will be in effect upon the consummation of the Business Combination. A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex B;

to change the post-Business Combination company’s corporate name from “Western Acquisition Ventures Corp.” to “Cycurion, Inc.”;

ii.

to increase the total number of authorized shares of Common Stock from 50 million to 100 million and the number of authorized shares of Preferred Stock from one million to 20 million;

iii.

iv.

to remove certain provisions related to our status as a blank check company that will no longer apply upon consummation of the Business Combination, all of which our board of directors believes are necessary to adequately address the needs of the post-Business Combination company;

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Proposal 5 — The Directors Proposal — to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Emmit McHenry, L. Kevin Kelly, Alvin McCoy, III, Kurt McHenry (current members of the Cycurion board of directors) and Stephen Christoffersen (Western’s CEO) to serve on the post-Business Combination company’s board of directors until their respective successors are duly elected and qualified;

Proposal 6 — The Equity Incentive Plan Proposal — to approve the 2023 Equity Incentive Plan, a copy of which is annexed to this proxy statement/prospectus as Annex C, in connection with the Business Combination, including the authorization of the initial share reserve under the Equity Incentive Plan; and

As a result of the ownership of the Sponsor, A.G.P., and the founding stockholders, each of the Proposals will be approved regardless of the vote of the Public Stockholders.

Q:	Are the Proposals conditioned on one another?

Unless the Business Combination Proposal is approved, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal, and the Equity Incentive Plan Proposal will not be presented to the stockholders of Western at the Special Meeting. The Adjournment Proposal does not require the approval of the Business Combination Proposal to be effective. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023, Western will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders. Notwithstanding, Western will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders if Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023.

Q:	What will happen in the Business Combination?

At the Closing, Merger Sub will merge with and into Cycurion, with Cycurion surviving such merger as the surviving entity. As a result, Cycurion will become a wholly-owned subsidiary of Western. In addition, in connection with the consummation of the Business Combination, Western will be renamed “Cycurion, Inc.” (“New Cycurion”). In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by Western’s Public Stockholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. Upon the closing of the Business Combination, Western will change its name to “Cycurion, Inc.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Q:	What equity stake will current stockholders of Western and Cycurion Legacy Stakeholders hold in New Cycurion after the Closing?

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See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:	What role did A.G.P. have in negotiating the terms of the Business Combination Agreement?

A.G.P. acted as a non-exclusive advisor to Western in the Business Combination, provided assistance in structuring and negotiating the terms of the Business Combination on behalf of Western. A.G.P.’s interests in the Business Combination may be different from or in addition to (and may conflict with) the interests of Western’s stockholders. For a description of A.G.P.’s interests in the Business Combination, see “Risk Factors — Risks Related to Western and the Business Combination — Western’s Sponsor, directors, 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.”

As discussed below under “Proposal 1 — The Business Combination Proposal — Background of the Business Combination,” A.G.P. assisted the Company in structuring and negotiating a definitive purchase agreement with respect to a Business Combination; (ii) assisted the Company in arranging meetings with the Company’s stockholders to discuss this and other potential Business Combinations, to the extent legally permissible; (iii) introduced the Company to potential investors to purchase the Company’s securities in connection with the Business Combination; and (iv) assisted the Company with relevant financial analysis, presentations, press releases and filings, notwithstanding having interests that may be different from or in addition to (and may conflict with) the interests of Western’s stockholders. For example, A.G.P. negotiated with Western concerning the amount of A.G.P.’s deferred underwriting fee at the same time that A.G.P. and Cycurion were negotiating Cycurion’s valuation for purposes of determining the amount of equity that would be allocated to the parties in the Business Combination.

Q:	What conditions must be satisfied to complete the Business Combination?

There are a number of closing conditions in the Business Combination Agreement, including the approval by the stockholders of Western of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Equity Incentive Plan Proposal, and the Directors Proposal (the “Condition Precedent Proposals”). The Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, and the Equity Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, and the Equity Incentive Plan Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing, see the section titled “The Business Combination Proposal — The Business Combination Agreement.”

Q:	Why is Western providing stockholders with the opportunity to vote on the Business Combination?

Under the Current Charter, Western must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Western’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. Notwithstanding this, by virtue of their ownership of Western common stock, all of the Proposals will be approved, regardless of the vote of the Public Stockholders. For business and other reasons, Western has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Western is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its Public Stockholders to effectuate redemptions of their Public Shares in connection with the Closing.

Q:	How many votes do I have at the Special Meeting?

Western stockholders are entitled to one vote at the Special Meeting for each share of Western common stock held of record as of [●], 2023, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 3,556,410 outstanding shares of Western common stock.

Q:	What vote is required to approve the proposals presented at the Special Meeting?

The approval of the Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding Western common stock as of the Record Date. Accordingly, a Western stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

The approval of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Western common stock

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present or represented at the Special Meeting, by ballot, proxy, or electronic ballot, and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy, or electronic ballot, and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. A Western stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of Western common stock required to validly establish a quorum, and, if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Nasdaq Proposal, the Directors Proposal, the Equity Incentive Plan Proposal, and Adjournment Proposal. The approval of the Advisory Charter Proposals is not a precondition to the consummation of the Business Combination.

If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal, and the Equity Incentive Plan Proposal will not be presented to the Western stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, and the Equity Incentive Plan Proposal are preconditions to the consummation of the Business Combination.

Q:	May Western, the Sponsor, or Western’s directors, officers, advisors, or their affiliates purchase shares in connection with the Business Combination?

In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor our directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Western’s Sponsor, directors, officers, or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of Western shares, is no longer the beneficial owner thereof and, therefore, agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor our directors, officers, or advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:	What constitutes a quorum at the Special Meeting?

Holders of a majority of the shares of capital stock of Western issued and outstanding and entitled to vote, represented in person, virtual attendance or by proxy, shall constitute a quorum at the Special Meeting. In the absence of a quorum, the stockholders present by virtual attendance or represented by proxy shall have power to adjourn the Special Meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. As of the Record Date, 2,010,611 shares of Western common stock would be required to achieve a quorum.

Q:	How will the Sponsor and our directors and officers vote?

The Sponsor, as Western’s initial stockholder, A.G.P. and certain individuals, each of whom is a member of Western’s Board and/or management team (“Insiders”) have agreed to vote his, her, or its Founder Shares and all shares of Western common stock owned by the Sponsor or each such Insider, respectively, in favor of the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and Insiders agreed to vote their

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Founder Shares and other shares of Western common stock in accordance with the majority of the votes cast by Western’s Public Stockholders.

Q:	What interests do Western’s current officers and directors have in the Business Combination?

A:	The Sponsor, members of Western’s Board and its executive officers and advisors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

●

the fact that the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

●

the fact that, if the Business Combination is not approved, in accordance with our Charter, the 2,125,000 Founder Shares held by the Sponsor, in which Western’s directors and officers have a membership interest, as well as the 750,000 Founder Shares held by A.G.P. all of which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 376,000 Private Placement Units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,760,000;

●

if we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, the Sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us;

●

all rights specified in the Company’s Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions;

●

the Sponsor, officers, directors, initial stockholders, or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed. As of October , 2023, no out-of-pocket expenses are owed to Western’s officers, directors and Sponsor.

In light of the foregoing, the Sponsor, A.G.P., and Western’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Cycurion rather than liquidate even if (i) Cycurion is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor, A.G.P., and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and Western’s directors and executive officers who hold Founder Shares or Private Placement Units may receive a positive return on their investment(s), even if Western’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

These interests may influence Western’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

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Q:	What happens if I sell my shares of Common Stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:	What happens if I vote against the Business Combination Proposal?

A:	The Proposals will still be approved by virtue of the ownership of Western common stock owned by the Sponsor and A.G.P., regardless of the vote of the Public Stockholders.

Q:	Do I have redemption rights?

Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of October 28, 2023, based on funds in the Trust Account of approximately $3.253 million, this would have amounted to approximately $10.65 per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Western common stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Western’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of Western Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:	Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of Western common stock “FOR” or “AGAINST” the Business Combination Proposal or any other Proposal described by this proxy statement/prospectus or if you abstain from voting or if you fail to vote your shares. As a result, the Business Combination can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:	How do I exercise my redemption rights?

In order to exercise your redemption rights, you must prior to 5:00 p.m., Eastern Time, on [●], 2023 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to American Stock Transfer & Trust Company, our transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC
6201 15^th Avenue
Brooklyn, New York 11219

Attn: Felix Orihuela

E-mail: Felix.Orihuela@equiniti.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Western’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Western does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Western’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Western’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Western’s transfer agent return the shares (physically or electronically). You may make such request by

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contacting Western’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:	What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. It is possible that you may be treated as selling your public shares for cash and, as a result, recognize capital gain or capital loss. It is also possible that the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of public shares that you own or are deemed to own (including through the ownership of warrants). Any portion of such a distribution to you if you are a Non-U.S. holder (as defined below) that constitutes a dividend for U.S. federal income tax purposes will generally be subject to withholding tax at a rate of 30% of the gross amount of the dividend (unless you establish that you are eligible for a reduced rate of withholding tax under an applicable income tax treaty or certain other exceptions apply). Because the determination as to whether a redemption is treated as a sale or a distribution is dependent on matters of fact, withholding agents may presume, for withholding purposes, that all amounts paid to Non-U.S. holders in connection with a redemption are treated as distributions in respect of such Non-U.S. holder’s public shares. Accordingly, if you are a Non-U.S. holder, you should expect that a withholding agent will likely withhold U.S. federal income tax on the gross proceeds payable to you pursuant to a redemption at a rate of 30% unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and provide proper certification of your eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, or other applicable IRS Form W-8). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:	Do I have dissenter rights if I object to the proposed Business Combination?

A:	No. There are no dissenter rights available to holders of Western common stock in connection with the Business Combination.

Q:	What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:	If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

●

Western stockholders who properly exercise their redemption rights;

●

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Western or Cycurion in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

●

unpaid taxes of Western; and

●

for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q:	What happens if the Business Combination is not consummated?

A:	There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Western is unable to complete the Business Combination or another initial business combination transaction by December 31, 2023, the Current Charter provides that it 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 in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust

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Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable less up to $100,000 to pay various costs associated with dissolution, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Western expects that the amount of any distribution its Public Stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Western’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares.

Q:	When is the Business Combination expected to be completed?

The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Structure of the Merger — Closing Conditions”; or (b) such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the closing conditions. The Business Combination Agreement may be terminated by either Western or Cycurion if the Closing has not occurred by December 31, 2023, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q:	What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:	How do I vote?

If you were a holder of record of Western common stock on [●], the Record Date, you may vote with respect to the applicable Proposals online at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the Special Meeting, you will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Western recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting online. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to American Stock Transfer & Trust Company, LLC (“AST”) at proxy@equiniti.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting online should contact AST no later than [●], 2023 to obtain this information.

Q:	What will happen if I abstain from voting or fail to vote at the Special Meeting?

At the Special Meeting, Western will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Equity Incentive Plan Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

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Q:	What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by Western without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each Proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:	How can I attend the Special Meeting?

You may attend the Special Meeting via live webcast by visiting [●]. As a registered stockholder, you received a proxy card from AST, which contains instructions on how to attend the Special Meeting online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have your 12-digit meeting control number, contact AST at [●] or e-mail AST at proxy@ equiniti.com. Please note that you will not be able to physically attend the Special Meeting in person, but may attend the Special Meeting online by following the instructions above.

You can pre-register to attend the Special Meeting online starting [●], 2023. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number. Western recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

If your shares are held in “street name,” you may attend the Special Meeting. You will need to contact AST at the number or email address above, to receive a 12-digit meeting control number and gain access to the Special Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the Special Meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing [●], when prompted enter the pin # [●]. This is listen only, you will not be able to vote or enter questions during the Special Meeting.

Q:	If I am not going to attend the Special Meeting, should I return my proxy card instead?

A:	Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Western believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:	May I change my vote after I have mailed my signed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Western’s secretary at the address listed below so that it is received by Western’s secretary prior to the Special Meeting or attend the Special Meeting online and vote. You also may revoke your proxy by sending a notice of revocation to Western’s secretary, which must be received by Western’s secretary prior to the Special Meeting.

Western Acquisition Ventures Corp.
Attention: Secretary
42 Broadway, 12th Floor
New York, NY 10004

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Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

Western will pay the cost of soliciting proxies for the Special Meeting. Western has engaged Morrow Sodali, which we refer to as the “proxy solicitor,” to assist in the solicitation of proxies for the Special Meeting and for a special meeting to approve the extension of the time to complete the Business Combination. Western has agreed to pay the proxy solicitor a fee of $22,500, plus disbursements. Western will reimburse the proxy solicitor for reasonable out-of-pocket expenses and will indemnify the proxy solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. Western will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Western common stock for their expenses in forwarding soliciting materials to beneficial owners of the Western common stock and in obtaining voting instructions from those owners. Western’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:	Who can help answer my questions?

A:	If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC

333 Ludlow St, 5^th Floor

South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

Email: WAVS.info@investor.morrowsodali.com

To obtain timely delivery, Western stockholders must request the materials no later than five (5) business days prior to the Special Meeting.

You may also obtain additional information about Western from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Western’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “— How do I exercise my redemption rights” above. If you have questions regarding the certification of your position or delivery of your stock, please contact:

American Stock Transfer & Trust Company, LLC
6201 15^th Avenue
Brooklyn, New York 11219
Attn: Felix Orihuela
E-mail: Felix.Orihuela@equiniti.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to “New Cycurion” refer to Western and its consolidated subsidiary after giving effect to the Business Combination. References to the “Company” or “Western” refer to Western Acquisition Ventures Corp.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s Public Stockholders.

Parties to the Business Combination

Western Acquisition Ventures Corp.

Western is a Delaware corporation formed on April 28, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company is not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Western’s Units, Common Stock and Public Warrants are currently listed on The Nasdaq Stock Market LLC under the symbols “WAVSU,” “WAVS,” and “WAVSW,” respectively.

The mailing address of Western is 42 Broadway, 12th Floor, New York, NY 10004, and its telephone number is (310) 740-0710.

Merger Sub

Merger Sub is a Delaware corporation and wholly-owned subsidiary of Western formed solely for the purpose of effecting the Business Combination. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub is 42 Broadway, 12th Floor, New York, NY 10004, and its telephone number is (310) 740-0710.

Cycurion

Cycurion is a Delaware corporation formed in October 2017, with the purpose of acquiring and holding operating entities in the cybersecurity industry. On July 14, 2020, we changed our corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc. Cycurion has three wholly-owned subsidiaries: (i) Axxum Technologies LLC (“Axxum”), a Virginia limited liability company formed in December 2006, (ii) Cloudburst Security LLC (“Cloudburst”), a Virginia limited liability company formed in January 2007, and (iii) Cycurion Innovation, Inc., a Delaware corporation formed in September 2021, in connection with our acquisition of assets from Sabres Security Ltd. (“Sabres”), a leading Israeli-based cyber security provider.

Cycurion’s principal executive office is located at 1749 Old Meadow Road, Suite 500, McLean, Virginia 22102, and its telephone number is (703) 854-1652. Its website address is www.cycurion.com. Axxum’s website address is www.axxumtech.com. Cloudburst’s website address is www.cloudburstsecurity.com. Information on or accessed through any of these websites is not incorporated into this proxy statement/prospectus and is not a part of this proxy statement/prospectus.

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The Proposals

Proposal 1 — The Business Combination Proposal

Western stockholders will be asked to approve the Amended and Restated Agreement and Plan of Merger, dated as of October , 2023 (as it may be further amended and/or restated from time to time, the “Business Combination Agreement”), by and among Western, Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (“Cycurion”); and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of Western (the transactions contemplated by the Business Combination Agreement, the “Business Combination” and such proposal, the “Business Combination Proposal”). In addition, in connection with the consummation of the Business Combination, Western will be renamed “Cycurion, Inc.” (“New Cycurion”). A copy of the Business Combination Agreement is attached to this prospectus as Annex A.

Consideration to the Cycurion Legacy Stakeholders in the Business Combination


	Cycurion [Pre-Merger]		New Cycurion [Post-Merger]
Cycurion Common Stock		12,813,094	4,143,946
Series A Convertible Preferred Stock		345,528	111,749
({Series A} Common Equivalents)		8,877,931	2,871,256
Total {Series A} Warrants		1,333,336	431,221
Series C		—	4,851
"Presumptive Preferred" {Series C} Common		1,306,589	—
("Presumptive Preferred" {Series C} Common Equivalents)		—	1,882,469
"Presumptive Preferred" {Series C} Warrants		406,969	—
Warrants (Other Common Stock Purchase Warrants of Cycurion)		529,067	171,108
Series B "Presumptive Preferred" {Series B}		4,000,000	4,000,000
"Presumptive Preferred" {Series B} Warrants		4,000,000	4,000,000
Series D		—	6,666,667
Aggregate Debt to be Exchanged at Closing	$	3,333,333.33	—
{Series D} Common Stock (not included in Common Stock, above)		472,813	472,813
"Bridge to {Series D}" Warrants		1,181,468	—
{Series D} Warrants		—	7,272,728

Board of Directors Following the Business Combination

Each of post-Business Combination Transaction directors will hold office until the next annual meeting of our stockholders or until his or her successor has been elected and qualified, or until his or her death, resignation, or removal. Our executive officers are appointed by, and serve at the pleasure of, our Board and hold office until his or her death, resignation, or removal from office. The executive officers have been appointed based on their qualifications, including their prior leadership history with other companies, strategic vision, and potential contributions to our growth and profitability.

Following the closing of the Business Combination, our directors and executive officers, their positions held, and duration of such, will be as follows:


Name	Age	Position
Emmit McHenry	80	Chairman of the Board of Directors
L. Kevin Kelly¹	57	Chief Executive Officer and Director
Alvin McCoy, III	55	Chief Financial Officer and Director
Jeff Hunter	57	President and Chief Operating Officer
Kurt McHenry	52	Director
Stephen Christoffersen	38	Director

¹Mr. Kelly will serve in the role of Chief Executive Officer for earlier of the first 10 days after the Closing or December 31, 2023.

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Business Experience

The following is a brief overview of the education and business experience of each of the above-referenced directors and executive officers during at least the past five years, including their respective principal occupations or employment during the period, the name and principal business organization by which they were respectively employed, and certain of their respective directorships:

Emmit McHenry, Chairman of the Board

Emmit McHenry has served as Cycurion’s Chairman of the Board since October 4, 2017, and also served as its Chief Executive Officer until January 25, 2023. Prior to joining Cycurion, Mr. McHenry was a founding Principal of Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer. Earlier in his career, Mr. McHenry founded and developed several other companies us, including NetCom Solutions International, Inc. and Network Solutions, Inc, the internet domain service provider. In addition, he has held management positions with International Business Machines (IBM), Connecticut General Life Insurance Company (now, CIGNA), Union Mutual, and Allstate Insurance Company, where he served in several positions, including Regional Vice President for the five northwestern states (Idaho, Oregon, Washington, Alaska, and Hawaii).

Mr. McHenry has held positions on the executive Committee for the Council on Competitiveness and the Board of Directors for James Martin Government Intelligence and Global Technology. Mr. McHenry obtained a Bachelor of Arts in Communications from the University of Denver and a Master of Arts in Communications from Northwestern University. Mr. McHenry also received an Honorary Doctor of Philosophy from Shaw University. Mr. McHenry is a Service-Disabled Veteran, having served in the United States Marine Corps. We believe that Mr. McHenry is qualified to serve on our Board because of his significant experience in corporate leadership and extensive knowledge Information Security.

L. Kevin Kelly, Chief Executive Officer

L. Kevin Kelly has served as Cycurion’s Chief Executive Officer and one if its directors since January 25, 2023. Mr. Kelly will continue to serve as Cycurion’s Chief Executive Officer (and, upon Closing, New Cycurion’s Chief Executive Officer) until the earlier of 10 days after the Closing or December 31, 2023. From March 2015, he was the Chief Executive of Halo Privacy, a Chicago, Illinois-based cyber security organization that focuses on digital security solutions for high-profile individuals and Fortune 500 companies. In 2014 and 2015, he was the Chief Executive Officer and President for the North American operations of Asia Pulp & Paper, an Asian-based pulp and paper entity that ranks as one of the largest in the world. Mr. Kelly’s career also included 16 years with Heidrick & Struggles International Incorporated, a world-wide premier executive search firm; during the last [●] years of his tenure ending in 2013, he served as its Chief Executive Officer. For the 16 months prior to his employment with Halo Privacy, Mr. Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS Group AB, a Swedish-headquartered global professional services firm. Mr. Kelly earned his Bachelor of Science from George Mason University and his Master of Business Administration from Duke University – The Fuqua School of Business, on whose Board of Advisors he presently sits.

Alvin McCoy, III, Chief Financial Officer and Director

Alvin McCoy, III has served as Cycurion’s Chief Financial Officer and one of its director since October 4, 2017. Prior to joining Cycurion, Mr. McCoy served as a Managing Partner at Quantum Capital Partners, LLC (“Quantum Capital Partners”), a merchant banking firm that specialized in corporate financial advisory, real estate advisory, and niche structured finance transactions from 2004. He specialized in advising middle market companies with strategic financial management and M&A activity. Between 2004 and 2010, Mr. McCoy was the President and Chief Executive Officer of The McCoy Group, LLC, providing interim CFO services, capital raising and strategic advice to middle market and early-stage companies. Prior to this, Mr. McCoy served in several management positions at Merrill Lynch, Pierce, Fenner & Smith Incorporated’s Sales and Trading and Structured Finance groups from 1994 to 1999.

Mr. McCoy served in several management positions at Merrill Lynch, Pierce, Fenner & Smith Incorporated’s Sales and Trading and Structured Finance groups. Mr. McCoy earned his Bachelor of Arts in Economics and History from Bucknell University and his Master of Business Administration from Duke University – The Fuqua School of Business. He was the Chairman of the Board for Lafayette Federal Credit Union, a $560 million financial institution that serves the Washington DC market, and also served on the Board of Directors of Potomac Business Services, LLC, a commercial real estate underwriting, lending, and servicing organization with over $5 billion in assets that represents financial institutions. Mr. McCoy served on the Board of Directors of the Bucknell Alumni Association and has been active in the Junior Achievement Mentoring Program. We believe that Mr. McCoy is qualified to

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serve on our Board because of his extensive investment banking and financial experience working with both middle market and large organizations across various industry sectors.

Jeff Hunter, President and Chief Operating Officer

Jeff Hunter has served as Cycurion’s President and Chief Operating Officer since September , 2023. Prior to joining Cycurion, from February 2021, Mr. Hunter served as an Expert Advisor: Data & AI/Analytics at Ankura Consulting Group, LLC, and from March 2021 as an Advisor at Lunar Privacy, Inc. For the five previous years, he was a Partner – Data Scientist COE Leader (Assurance Practice: Risk/Compliance/ Audit) at PwC. Previously, Mr. Hunter served in various executive positions at Capgemini, Booz Allen Hamilton Inc., and Onanda Corporation, having started his career at Donaldson, Lufkin & Jenrette, where he was promoted to the role of Vice President – Capital Markets prior to his departure.

Mr. Hunter received his Bachelor of Science in Sensory & Perception Psychology from George Mason University and his M.B.A., Finance (Risk & Financial Modeling) from Duke University – The Fuqua School of Business. He also received an Advanced Certificate in Applied Mathematics from the Suisse Federal Institute of Technology (ETH).

Kurt McHenry, Director

Kurt McHenry has served as one of Cycurion’s directors since October 4, 2017 and as its President and Chief Operating Officer from October 4, 2017 through September 16, 2023. When he ceased being an executive officer of ours, he became Director, Technical Consulting for Amentum Services, Inc. Prior to joining Cycurion, Mr. McHenry was a founding Principal of Archura, LLC, in 2006, and held the positions of President and Chief Operating Officer. Mr. McHenry previously served as President and Chief Operating Officer of NetCom Solutions International, Inc. Prior to that, he held various sales and marketing positions at AT&T Global Information Systems and NCR Corporation.

Mr. McHenry earned a Bachelor of Arts from George Mason University and attended Executive Education programs at the University of Virginia’s Darden School of Business and Northwestern University’s Kellogg School of Business. He currently serves on the Board of Directors for the Greater Washington Wrestlers in Business Network and served on the Board of Directors of the SkyWalker Flight School, a non-profit organization focused on providing opportunities through sports for the youth of the Washington D.C. metropolitan area. We believe that Mr. McHenry is qualified to serve on our Board because of his operational track record and experience within the information technology and telecommunication industries.

Stephen Christoffersen

Stephen Christoffersen is an operator and investor in financial markets and high-growth industries. He currently serves as the CEO of Western. He is the managing member of Range Ventures LLC, an opportunistic investment company focused on public and private companies.

From 2018 to 2021, Mr. Christoffersen worked for KushCo Holdings Inc (OTCQX: KSHB) and during his time as CFO, he led a business turnaround resulting in company profitability for the first time in three years and led to a merger with Greenlane Holdings (NASDAQ: GNLN), which was announced March 2021. Additionally, Mr. Christoffersen spearheaded KushCo’s strategic investments, including its investment in XS Financial, Inc. (CSE: XSF), where Mr. Christoffersen currently serves as CFO and is on the Board as a member of the Investment and Compensation committee.

Prior to joining KushCo, Mr. Christoffersen served as Vice President of Investment Strategy for Comerica Asset Management Inc. (NYSE: CMA), where he oversaw asset allocation and investments.

Mr. Christoffersen received his Chartered Financial Analyst designation in 2015 and holds a Bachelor of Science degree in Finance from the University of Nevada, Las Vegas.

Accounting Treatment for Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Western will issue shares for outstanding equity interests of Cycurion in the Business Combination, Western will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Cycurion issuing stock for the net assets of Western, accompanied by a recapitalization. The net assets of Western

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will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cycurion.

Appraisal Rights

None of Western’s stockholders or holders of its Units or Public Warrants has appraisal rights in connection with the Business Combination under Delaware law.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the Related Agreements, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Stockholders and other interested parties are urged to read such Related Agreements in their entirety prior to voting on the Proposals presented at the Special Meeting.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor, A.G.P. and Western’s directors and officers (the “Insiders”) entered into a support agreement (the “Sponsor Support Agreement”) with Western and Cycurion, pursuant to which the Sponsor and the Insiders agreed, among other things, to vote all Covered Shares (as defined in the Sponsor Support Agreement), in favor of the Business Combination, against a business combination not relating to the Business Combination, against any change in the business, management and Western board of directors, other than in connection with the Business Combination and against any adjournment proposal, except as permitted pursuant to the Sponsor Support Agreement. In addition, Western, the Sponsor and the Insiders agreed that the Lock-Up Securities (as defined in the Sponsor Support Agreement) shall not be transferred for twelve (12) months following the Closing Date. As of October 23, 2023 the Sponsor and the Insiders own 81% of Western’s issued and outstanding shares of Common Stock.

Company Support Agreement

Lock-Up Agreements

In connection with the execution of the Business Combination Agreement, the Cycurion Key Stockholders also entered into Lock-Up Agreements with Western, pursuant to which the Cycurion Key Stockholders agreed, among other things, that the Lock-up Shares (as defined in their Lock-Up Agreements) shall not be transferred for twelve (12) months following the Closing Date, subject to certain exceptions. Further, certain other holders of Cycurion securities that will be exchanged for shares of New Cycurion’s common stock, Series A Convertible Preferred Stock, and Series C Convertible Preferred Stock entered into Lock-Up Agreements with Western, pursuant to which such holders agreed, among other things, that the Lock-up Shares (as defined in their respective Lock-Up Agreements) shall not be transferred for twelve (12) months following the Closing Date, subject to certain exceptions. Finally, certain other holders of Cycurion securities that will be exchanged for shares of New Cycurion’s Series B Convertible Preferred Stock and Series D Convertible Preferred Stock entered into Leak-Out Agreements with Western, pursuant to which such holders agreed, among other things, that the Leak-Out Shares (as defined in their respective Leak-Out Agreements) shall not be transferred for up to nine (9) months following the Closing Date in amounts in excess of certain market-driven limitations.

Please see the section titled “The Business Combination Agreement” for further information. Below is a brief summary of the other Proposals that Western stockholders are being asked to vote on at the Special Meeting.

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Conditions to Closing of the Business Combination

The consummation of the Business Combination is conditioned upon, among other things, (i) no order or law shall restrain or prohibit or impose any condition on the consummation of the transactions contemplated by the Business Combination Agreement, (ii) the approval by the requisite stockholders of Western and Cycurion of the Business Combination Agreement and the transactions contemplated thereby, (iii) Western’s initial listing application with Nasdaq in connection with the Business Combination having been conditionally approved; and (iv) after giving effect to the transaction contemplated by the Business Combination Agreement, Western having net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) upon consummation of the Business Combination.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Disclosure Schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Western, Cycurion, or any other matter.

Proposal 2 — The Nasdaq Proposal

As part of the consideration for the Business Combination, Western is obligated to issue 9,500,000 shares of Common Stock to the Cycurion Legacy Stakeholders. Western stockholders will be asked to approve, for purposes of complying with the listing standards of Nasdaq, the issuance of up to an aggregate of 9,500,000 shares of Common Stock in connection with the Business Combination (the “Nasdaq Proposal”);

Proposal 3 — The Charter Amendment Proposal

Western stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal and the Equity Incentive Plan Proposal and the consummation of the Business Combination, the proposed third amended and restated certificate of incorporation of Western (the “Proposed Charter”), which will replace Western’s Amended and Restated Certificate of Incorporation, dated January 11, 2022, as amended on January 11, 2023 (the “Current Charter”), and will be in effect upon the consummation of the Business Combination (the “Charter Amendment Proposal”). A copy of the Proposed Charter is attached to this proxy statement/prospectus as Annex B;

Proposal 4 — The Advisory Charter Proposals

Western stockholders will be asked to approve and adopt, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the SEC as separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

ii.

to increase the total number of authorized shares of Common Stock from 50 million to 100 million and the number of authorized shares of Preferred Stock from one million to five million (we refer to such proposal as “Advisory Charter Proposal B”);

iii.

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iv.

Proposal 5 — The Directors Proposal

Western is proposing that its stockholders vote to elect, effective as of the consummation of the Business Combination, Emmit McHenry, L. Kevin Kelly, Alvin McCoy, III, and Kurt McHenry (current members of the Cycurion board of directors) and Stephen Christoffersen (Western’s CEO) to serve on the post-Business Combination company’s board of directors until their respective successors are duly elected and qualified.

Proposal 6 — The Equity Incentive Plan Proposal

Western is proposing that its stockholders approve and adopt the Cycurion, Inc. 2023 Equity Incentive Plan, which will become effective upon the Closing. A summary of the Equity Incentive Plan is set forth in the “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex C.

Proposal 7 — The Adjournment Proposal

Western is proposing that its stockholders vote to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, or the Equity Incentive Plan Proposal.

Reasons for the Business Combination

Western’s Reasons for the Business Combination

In evaluating the Business Combination, Western’s board of directors reviewed a number of materials, including the transaction documentation, certain due diligence summary materials prepared by Western’s management and advisors, investor presentations, and various industry and financial data and consulted with Western’s management, legal, financial, and other advisors. The advisors had full access to all of the materials provided to Western and advised the board of directors on the opportunity and risks of the Business Combination.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, Western’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision to approve the Business Combination. Western’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Western’s board of directors’ reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements”

The officers and directors of Western have substantial experience in evaluating the operating and financial merits of companies and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

In evaluating the Business Combination, Western’s board of directors considered the criteria and guidelines to evaluate prospective business opportunities set by the Western’s management team in the Western IPO prospectus and has determined that Cycurion meets many of these criteria. Specifically, the Western’s board of directors noted, among others, that:

●

Established Business. Cycurion is an established business, with established products, client base, and revenue stream.

●

Business with Growth Potential. Cycurion has a range of new products providing significant growth potential.

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●

Established Leadership Team. Cycurion has an established leadership team and a desire to on board new senior talent to better execute against the growth plan. Since the Business Combination Agreement was signed, Cycurion has appointed a very strong candidate to the CEO position.

●

Need to improve Security Measures. Cyber security threats are increasing and organizations are aware of the need to improve security measures and increase spend to counter such threats.

●

Technology Leadership. Cycurion has technology leadership in cyber security field. The team’s competence was further confirmed in interviews conducted by cyber security consultant Northcliffee Cybersecurity Research Ltd. for the services of Paul Kearney, PhD., commissioned by Western as part of the due diligence.

●

Loyal Client Base. Cycurion has good relations with a loyal client base.

●

Strong Potential for M&A. Cycurion has a strong potential for M&A with the prospect of helping to drive new cyber security solutions, customer acquisition, top line growth and adjusted EBITDA.

●

Long-Term Intrinsic Value Potential. Because of the abovementioned factors, among others, the Western Board believes that Cycurion has attractive long term intrinsic value potential because of its growth potential, the importance of network cyber security, the ineffectiveness of the traditional cyber security solutions and Cycurion’s advanced technology.

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Redemption rights. If the Business Combination closes, holders of Western common stock may have all or any portion of their shares redeemed for cash, regardless of whether they vote for or against the Business Combination Proposal. This redemption option will allow each holder of Western common stock to choose whether or not to invest in Cycurion. If the Business Combination fails to close, this redemption option will not be available until Western finds and closes an alternative transaction in the future, which could take substantial time and may never occur. Given the state of the market, there are a more limited number of targets available for special purpose acquisition companies (each a “SPAC”), and it will be more difficult for Western to identify and close an alternative transaction

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Attractive valuation that can provide attractive returns for public investors. The board of directors believes that Cycurion’s valuation is attractive relative to comparable publicly traded companies.

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Cycurion would benefit from our team’s expertise. Western’s team’s continued involvement in Cycurion as stockholders, as well as Mr. Christoffersen’s involvement as a board member, following the Business Combination and their diverse experience in operations management can add substantial value to accelerate Cycurion’s research and development and commercialization efforts.

Western’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

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Future Financial Performance. The risk that future financial performance may not meet Western’s expectations due to factors in our control or out of our control, including due to economic cycles or other macroeconomic factors.

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Potential for Benefits not Achieved. The risk that the potential benefits of the Business Combination, including Cycurion’s future value-creation strategies and identified cost savings or revenue opportunities, may not be fully achieved, or may not be achieved within the expected timeframe.

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Competition. The risk that Cycurion may not be able to successfully compete with larger and more established cybersecurity firms.

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Macroeconomic Risks and Uncertainty. Macroeconomic and geo-political risks could prohibit Cycurion from achieving the full benefits of the proposed Business Combination.

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Public company experience. Most of Cycurion’s management has limited experience in operating a public company. The public company requirements may strain Cycurion’s resources and divert management’s attention.

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Fees and expenses. The legal, accounting, advisory and compliance expenses associated with completing the Business Combination may exceed Cycurion’s expectations.

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Redemption Risk. The potential that a significant number of Western’s stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Western’s existing charter, which would potentially make the Business Combination more difficult or impossible to complete.

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Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Western’s control.

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Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

In addition to considering the factors described above, Western’s board of directors also considered other factors including, without limitation:

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Interests of Certain Persons. Some officers and directors of Western may have interests in the Business Combination. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page of this proxy statement/prospectus; and

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Other Risks. Various other risks associated with Cycurion’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Western’s board of directors concluded that the potential benefits that it expected Western and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, Western’s board of directors determined that the Business Combination Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Western and its stockholders.

Interests of Western’s Directors and Officers in the Business Combination

In considering the recommendation of Western’s board of directors to vote in favor of the Business Combination Proposal and the Charter Proposals, stockholders should keep in mind that the Sponsor and Western’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Western’s stockholders generally. In particular:

If the Business Combination with Cycurion or another business combination is not consummated by December 31, 2023, Western will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and board of directors, dissolving and liquidating. In such event, the 2,875,000 Founder Shares held by the Sponsor and A.G.P., which were acquired for an aggregate purchase price of $25,000 prior to the Western IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares.

If Western is unable to complete a business combination within the required time period under the Western Charter, the Sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Western for services rendered or contracted for or products sold to Western. If Western consummates a business combination, on the other hand, Western will be liable for all such claims.

The Sponsor and Western’s directors and officers and their affiliates are entitled to reimbursement of activities on Western’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Western fails to consummate a business combination within the required time period under the Western Charter, they will not have any claim against the Trust Account for reimbursement. Accordingly, Western may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by December 31, 2023. As of the record date, the Sponsor and Western’s directors and officers and their affiliates had not incurred any unpaid reimbursable expenses.

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The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate,

Based on the difference in the purchase price of $0.009 per share that the Sponsor and A.G.P. paid for the 2,875,000 Founder Shares for an aggregate purchase price of $25,000, as compared to the purchase price of $10.00 per Public Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the Western IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination.

In the event that a business combination is not effected, the Sponsor will not be entitled to any reimbursement of funds invested in Western. In total, the Sponsor has invested $3,785,000 for securities that would be worthless absent the completion of a business combination.

The Business Combination Agreement provides for the continued indemnification of Western’s current directors and officers and the continuation of directors and officers liability insurance covering Western’s current directors and officers.

Stephen Christoffersen, Western’s CEO will be a member of the board of directors of New Cycurion following the closing of the Business Combination and, therefore, in the future Mr. Christoffersen will receive any cash fees, stock options or stock awards that New Cycurion’s board of directors determines to pay to its non-executive directors.

Certain of Western’s directors and officers presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity. Western’s directors and officers also may have become aware of business combination opportunities which may have been appropriate for presentation to Western and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should have been presented. These conflicts may not have been resolved in Western’s favor and such potential business combination opportunities may have been presented to other entities prior to their presentation to Western. Western’s Amended and Restated Certificate of Incorporation provides that, to the extent permitted by applicable law, Western renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter (i) which may be a business combination opportunity for an entity related to a director or officer of Western, on the one hand, and Western, on the other, or (ii) the presentation of which would breach an existing legal obligation of a director or officer to another entity, and Western waives any claim or cause of action it may have in respect thereof. Western does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination.

Recommendation of the Western Board

Western’s board of directors has determined that each of the proposals outlined above is in the best interests of Western and its stockholders and recommended that Western stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals and “FOR” the Adjournment Proposal, if presented.

Cycurion’s Reasons for the Business Combination

In the course of reaching its decision to approve the Business Combination, the Cycurion board of directors consulted with its senior management, financial advisors and legal counsel, reviewed a significant amount of information, and considered a number of factors, including, among others:

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Other Alternatives: It is the belief of Cycurion, after review of alternative strategic opportunities from time to time, that the proposed Business Combination represents the best potential transaction for Cycurion to create greater value for Cycurion’s equity holders, while providing Cycurion’s holders with greater long-term liquidity by owning stock in a public company.

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Advantages over a Traditional IPO: Prior to executing the Business Combination Agreement, Cycurion’s board of directors considered the alternative of a traditional firm commitment initial public offering. Cycurion’s board of directors considered that the Business Combination provided certain advantages over a traditional IPO. In particular, Cycurion’s board of directors considered that, based on available information at the time, including with respect to the conditions of the IPO market for companies with Cycurion��s characteristics, and Cycurion’s investment banker informing them in early July of a delay in timing of an IPO until September at the earliest due to the need for additional marketing to additional potential

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institutional investors, and the summer slowdown of the IPO market, the Business Combination with Western was likely to provide for a more time- and cost-effective means to access additional capital with less dilution to Cycurion’s existing holders.

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Access to Capital: Cycurion expects that the Business Combination would be a more time- and cost-effective means to access capital than other options considered, including a traditional IPO.

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Size of Post-Business Combination Company: Cycurion considered the Business Combination pro forma enterprise value of approximately $100 million for Cycurion provided Cycurion’s holders with the opportunity to go forward with ownership in a public company with a larger enterprise value. Pro forma enterprise value was calculated as, 10.3 million pro forma shares outstanding after the Business Combination multiplied by an assumed price per share of $10, less pro forma net cash of $9.1 million, assuming no redemption from the Western trust.

Date, Time and Place of Special Meeting

The Special Meeting will be held on [●], 2023, at 10:00 a.m., Eastern Time, conducted via live webcast at the following address [●]. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. Western recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to physically attend the Special Meeting in person.

Proxy Solicitation

Proxies may be solicited by mail. We have engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of Western Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of Western stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of stockholders if a majority of the shares of capital stock of Western issued and outstanding and entitled to vote, is represented in person, by virtual attendance or by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Charter Amendment Proposal requires the affirmative vote of 65% of the issued and outstanding Western common stock as of the Record Date. Accordingly, any Western stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal. However, since the Sponsor and A.G.P. are required to vote in favor of all Proposals and since the combined voting power of the Sponsor and A.G.P. is approximately 81%, the Charter Amendment is assured to pass.

The approval of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. An Western stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Equity Incentive Plan Proposal and Adjournment Proposal. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. However, since the Sponsor and A.G.P. are required to vote in favor of all Proposals and since the combined voting power of the Sponsor and A.G.P. is approximately 81%, the Charter Amendment is assured to pass.

The Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, and the Equity Incentive Plan Proposal are subject to and conditioned on the approval of the Business Combination Proposal and the Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, and the Equity Incentive Plan Proposal. The Adjournment Proposal is not subject to and conditioned on any other Proposal and does not require the

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approval of any other Proposal to be effective. It is important for you to note that in the event the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, and the Equity Incentive Plan Proposal do not receive the requisite vote for approval, then Western will not consummate the Business Combination. If Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023, it will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders. However, since the Sponsor and A.G.P. are required to vote in favor of all Proposals and since the combined voting power of the Sponsor and A.G.P. is approximately 81%, the Charter Amendment is assured to pass.

Recommendation to Western Stockholders

Our Board believes that the Proposals to be presented at the Special Meeting are in the best interests of Western and its stockholders and unanimously recommends that Western stockholders vote “FOR” the Proposals.

Emerging Growth Company

Western is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. Western has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Western, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

Western will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Western IPO, (b) in which Western has total annual gross revenue of at least $1.07 billion, or (c) in which Western is deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; and (ii) the date on which Western has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Additionally, Western is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. Western will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of Western common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) Western’s annual revenues exceeded $100 million during such completed fiscal year and the market value of Western common stock held by non-affiliates exceeds $700 million as of the prior June 30.

Risk Factors Summary

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section titled “Risk Factors.”

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Summary of Risks Related to Cycurion

There are several material risk factors related to our business and the cybersecurity industry, and Cycurion’s security that may adversely affect its business. Risks related to Cycurion’s business operations and its industry include, but are not limited to (i) our limited operating history affecting our ability to win new businesses, (ii) significant challenges in achieving and maintaining profitability, (iii) significant debt burden, (iv) reliance on talent and innovation to win new business, (v) significant competition from larger cybersecurity companies, (vi) constant risk of cyber-attacks against its clients and our Company as a whole, (vii) risks related to future acquisitions, including achieving synergies, profitability, and continued business growth, and (viii) reliance on government contracts to support and enhance a significant portion of our operations.

Additionally, it is worth noting that there are immediate risks related to a potential closing of Cycurion’s proposed acquisition of SLG, including but not limited to, (i) significant costs related to that potential closing, (ii) the proposed acquisition may not materialize, (iii) potential disruption to our business as a result of the potential closing, and (iv) SLG’s ability to perform profitably after the potential closing.

Risks Related to Cycurion’s Business and Industry

Cycurion has a limited operating history upon which you can evaluate our future business and prospects.

Cycurion has a limited operating history. It was incorporated in 2017. Since its incorporation, Cycurion have acquired two operating subsidiaries: Axxum in 2017 and Cloudburst in 2019. It also acquired certain technology assets of Sabres in September 2021. Accordingly, Cycurion and its subsidiaries have varying operating histories and, together as a consolidated company, they have a limited operating history, which can make it difficult for investors to evaluate Cycurion’s operations and prospects and may increase the risks associated with an investment. There can be no assurance that Cycurion’s business plan can be realized in the manner contemplated, that it will ever realize any significant operating revenues, or that its operations will ever be profitable and, therefore, its stockholders may lose all or a substantial part of their investment.

Cycurion has incurred net losses and cannot assure you that it will achieve or maintain profitable operations.

Cycurion’s net loss was $1,538,013 for the year ended December 31, 2022 and its net profit was $266,013 for the year ended December 31, 2021. For the six months ended June 30, 2023, Cycurion’s net loss was $1,657,971 as compared to a net profit of $239,832 for the equivalent period in the prior year. As of June 30, 2023, its stockholders’ equity was $3,520,237. Cycurion may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, and delays and other unknown events.

Cycurion intends to increase its brand awareness, expand the customer base, and expect to continue to invest heavily in its businesses in the foreseeable future as management continues to attempt to expand and grow the core businesses. In addition, Cycurion’s net revenues could be impacted by various factors, including the competitive landscape, customer preferences, and the success of our service offerings.

Accordingly, management cannot assure you that Cycurion will achieve sustainable operating profits as it continues to attempt to expand its product and professional service offerings and otherwise implement its growth initiatives. Any failure to achieve and maintain profitability would have a materially adverse effect on Cycurion’s ability to implement its business plan, its results and operations, and its financial condition, and could cause the value of its Common Stock to decline, resulting in a significant or complete loss of your investment.

Cycurion’s level of indebtedness and debt service obligations could adversely affect its financial condition and make it more difficult for management to fund its operations.

As of June 30, 2023, Cycurion had approximately $11.5 million of indebtedness and other liabilities outstanding.

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It will need to use a substantial portion of available cash flow to pay interest and principal on existing debt, which will reduce the amount of money available to finance its operations and other business activities;

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its debt level increases its vulnerability to general economic downturns and adverse industry conditions;

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its debt level could limit its flexibility in planning for, or reacting to, changes in its business and in its industry in general;

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its leverage could place Cycurion at a competitive disadvantage compared to its competitors that have less debt; and

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its failure to comply with the financial and other restrictive covenants in our debt instruments which, among other things, may require us to maintain specified financial ratios and will limit our ability to incur debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on its business or prospects.

Despite the existing level of indebtedness, Cycurion and its subsidiaries may incur additional indebtedness, which could further exacerbate the risks described above.

Cycurion’s ability to grow and compete in the future will be adversely affected if adequate capital is not available to it or not available on favorable terms.

Cycurion has limited capital resources. To date, it has financed its operations through a mix of equity investments by unaffiliated third parties and bank debt financing and, except in connection with this Offering, it expects to continue to do so in the foreseeable future. Cycurion’s ability to continue its normal and planned operations, to grow its business, and to compete in the cybersecurity industry will depend on the availability of adequate capital.

Management cannot assure you that Cycurion will be able to obtain additional financing from those or other sources when or in the amounts needed, on acceptable terms, or at all. If it raises capital through the sale of equity, or securities convertible into equity, that would result in dilution to its then-existing stockholders, which could be significant depending on the price at which it may be able to sell its securities. If Cycurion raises additional capital through the incurrence of additional indebtedness, it would likely become subject to further covenants restricting its business activities, and holders of debt instruments would have rights and privileges senior to those of its then-existing stockholders. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If Cycurion is unable to raise capital when needed or on attractive terms, it could be forced to delay, reduce, or eliminate certain products or professional service offerings or future marketing efforts, or reduce or discontinue its operations. Any of these events could significantly harm Cycurion’s business, financial condition, and prospects and could cause the value of its Common Stock to decline, resulting in a significant or complete loss of your investment.

If Cycurion does not continue to innovate and offer solutions and professional services that address the dynamic threat landscape, it may not remain competitive and its revenue and operating results could suffer.

Cycurion’s success will depend, in part, on its ability to develop and implement innovative customer solutions and professional services that anticipate and keep pace with rapid and continuing changes in technology, industry standards, and client preferences, as well as continue to attract top talent and expertise in order to develop innovative solution offerings and professional services that are required to keep up with dynamic industry landscapes. Cycurion may not be successful in anticipating or responding to these developments in a timely basis, and our offerings may not be successful in the marketplace. In addition, services, solutions, and technologies developed by our competitors may make our service or solution offerings uncompetitive or obsolete. Any of these circumstances could have a material adverse effect on its ability to obtain and successfully complete important client engagements, which in return would negatively affect revenue and operating results.

Cycurion rely on personnel with extensive information security expertise and the loss of, or our inability to attract and retain, qualified personnel in the highly competitive labor market for such expertise could harm our business.

Cycurion’s future performance depends upon its ability to attract and retain qualified cybersecurity personnel. The information technology consulting and cybersecurity industries have highly competitive labor markets, which depend on technical expertise and experience. In the future, it may be unable to continue to recruit and retain talent. If it is unable to recruit and/or retain talent, it may not be able to expand. Finally, its competitors may offer more competitive compensation packages than it could afford to offer. Cycurion regularly attempts to benchmark its employee and contractor compensation against compensation paid within our industry and, if possible, make annual adjustments to the compensation it pays in order to remain competitive in the market.

In order to attract and retain the number of employees Cycurion needs to grow our business, it may need to increase its compensation levels in the future. This could adversely affect its operating margins, which, in turn, could negatively affect its financial condition and operating results.

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If Cycurion is unable to hire, retain, train, and motivate qualified personnel and senior management, its business could suffer.

Cycurion’s future success largely depends upon the continued contribution, attraction, and retention of its senior management and other qualified personnel. If one or more of Cycurion’s executive officers are unable or unwilling to continue in their present positions, it may not be able to replace them readily, if at all. Additionally, it may incur additional expenses to recruit and retain new executive officers. If any of its executive officers joins a competitor or forms a competing company, it may lose some or all of its customers. Finally, it does not maintain “key person” life insurance on any of its executive officers. Because of these factors, the loss of the services of any of these key persons could adversely affect Cycurion’s business, financial condition, and results of operations, and thereby an investment in its Common Stock.

Cycurion must continually enhance its training, existing solutions and technology tools and develop or acquire new solutions and tools, or it will lose clients and its competitive position will suffer.

The cybersecurity landscape is constantly changing with increasing scale, frequency, and organization of attacks. Thus, there is a high need for constant improvement and updates in Cycurion’s existing solutions and technologies. Cycurion faces the risks of its services offerings not being adequately competitive, including not being able to: (i) accurately targeting its clients’ and prospective clients’ most-needed solutions (ii) being cost-effective for its clients and prospective clients, and (iii) being easy to use.

If Cycurion does not meet its clients’ and prospective clients’ expectations, or adequately mitigate these risks, it risks losing its competitive position and clients, which, in turn, will decrease its operating profits, revenue, and net income.

We face intense competition in the cybersecurity industry, especially from larger, well-established companies.

We face significant competition from other cybersecurity companies, especially those companies who are considered the larger and more established entities. Relative to us, many of these companies have significantly greater financial, technical, marketing, and other resources, longer operating histories, more well-established brand names and business user recognition, larger customer bases, larger and more mature intellectual property portfolios, and more diverse strategic plans and service offerings. Intense competition from these traditional and new cybersecurity companies has led to declining prices and margins for many cybersecurity services, and we expect this trend to continue as competition intensifies in the future. Any decrease in our pricing or margins, could significantly harm our business, financial condition, and results of operations, resulting in a significant or complete loss of your investment.

Further, decreasing prices for such professional services due to high number of entrants has somewhat diminished the competitive advantage that we have enjoyed as a result of our service pricing. If our competitors implement on a business model similar to ours, then our competitive position in the market might be diluted. Should this happen, our ability to acquire and keep customers would be impaired. Our competitors may also introduce new technologies or services that could make our product offerings and professional services less attractive to our customers or potential customers. The inability to maintain or improve our competitive standing within the cybersecurity industry could materially adversely affect our business, prospects, financial condition, and results of operations.

For all of these reasons, we may not be able to compete successfully against our current or future competitors, or we may be required to expend significant resources in order to remain competitive. If our competitors are more successful than we are in developing new product and service offerings or in attracting and retaining customers, our business, financial condition, and results of operations could be adversely affected.

If our products or professional services fail to detect vulnerabilities or identify and respond to cybersecurity incidents, or if our products contain undetected errors or defects, our brand and reputation could be harmed, which could have an adverse effect on our business and results of operations.

If our products or professional services fail to detect vulnerabilities in our customers’ cybersecurity infrastructure, or if our products or professional services fail to identify and respond to new and increasingly complex methods of cyber-attacks, our business and reputation may suffer. There is no guarantee that our products or professional services will detect all vulnerabilities, especially in light of the rapidly changing security landscape to which we must respond. Additionally, our products may falsely detect vulnerabilities or threats that do not actually exist.

Our products may also contain undetected errors or defects. Any errors, defects, disruptions in service, or other performance problems with our products may damage our customers’ businesses and could hurt our reputation. If our products or professional services fail to detect vulnerabilities for any reason, we may incur significant costs, the attention of our key personnel could be

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diverted, our customers may delay or withhold payment to us or elect not to renew or other significant customer relations problems may arise. We may also be subject to liability claims for damages related to errors or defects in our products. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our products may harm our business and operating results.

Many federal, state, and foreign governments have enacted laws requiring companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach often lead to widespread negative publicity, and any association of us with such publicity may cause our customers to lose confidence in the effectiveness of our security solutions. An actual or perceived security breach or theft of the sensitive data of one of our customers, regardless of whether the breach is attributable to the failure of our products or professional services, could adversely affect the market’s perception of our offerings and subject us to legal claims.

As a cybersecurity provider, we are a target of cyber-attacks and other cyber risks that could adversely impact our reputation and operating results.

As a cybersecurity provider, we have been and will likely be a target of cyber-attacks designed to impede the performance of our products, penetrate our network security, or that of our customers, misappropriate proprietary information and/or cause interruptions to our services. If our systems are breached as a result of third-party action, employee error or misconduct, attackers could learn critical information about how our products operate to help protect our customers’ infrastructures from cyber risk, thereby making our customers more vulnerable to cyber-attacks. In addition, if actual or perceived breaches of our network security occur, they could adversely affect the market perception of our products, negatively affecting our reputation, and may expose us to the loss of our proprietary information or information belonging to our customers, investigations or litigation and possible liability, including injunctive relief and monetary damages. Such security breaches could also divert the efforts of our key personnel. In addition, such security breaches could impair our ability to operate our business and provide products and services to our customers. If this happens, our reputation could be harmed, our revenue could decline and our business could suffer.

Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

The loss of, or a significant reduction, in purchases by any of our larger clients could adversely affect our business and financial results.

Currently, we are dependent on a few clients for a large portion of our revenue. If we fail to provide professional services to these clients on a timely basis or fail to meet their performance expectations, including the failure to enhance, maintain, upgrade, or improve our products and professional services, we may lose some of our clients that generate a significant amount of our revenue. If this were to happen, we would need to acquire several smaller clients or another large client to replace the lost revenue, as to which acquisitions there can be no assurance.

Any loss of a significant customer could increase our per-client costs, decrease our operating efficiencies, and have a material adverse effect on our business, results of operations, and financial condition. There can be no assurance that we can easily mitigate the potential loss of any of our larger clients, if at all.

The failure of Congress to approve appropriations bills in a timely manner for the Federal government agencies and departments we support, or the failure of the Administration and Congress to reach an agreement on fiscal issues, could delay and reduce spending, cause us to lose revenue and profit, and affect our cash flow.

On an annual basis, Congress is required to approve appropriations bills that govern spending by each of the Federal government agencies and departments we support. When Congress is, or Congress and the Administration are, unable to agree on budget priorities and, thus, unable to pass annual appropriations bills on a timely basis, Congress typically enacts a continuing resolution. Continuing resolutions generally allow Federal government agencies and departments to operate at spending levels based on the previous fiscal year. When agencies and departments operate on the basis of a continuing resolution, funding we expect to receive from clients for work we are already performing and for new initiatives may be delayed or cancelled. Congress and the Administration have from

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time to time failed to agree on a continuing resolution, resulting in temporary shutdowns of non-essential Federal government functions and our work on such functions. Such shutdowns may result in delayed payments to us and/or the delay of certain programs and projects for which we were engaged. Thus, the failure by Congress and the Administration to enact appropriations bills in a timely manner can result in the loss of revenue and profit when Federal government agencies and departments are required to cancel or change existing or new initiatives or the deferral of revenue and profit to later periods due to shutdowns or delays in implementing existing or new initiatives. There is also the possibility that Congress will fail to raise the U.S. debt ceiling, when necessary. This can also result in Federal government shutdowns. The delayed funding or shutdown of many parts of the Federal government, including agencies, departments, programs, and projects we support, could have a substantial negative affect on our revenue, profits, and cash flow.

Substantially all of our revenue is generated from contracts with Federal governmental entities.

We derived substantially all of our revenue in each of 2019 and 2018 from contracts with Federal government clients. Selling to government entities can be highly competitive, expensive and time consuming, and often requires significant upfront time and expense without any assurance that we will win a sale. Further expenditures by our Federal government clients may be restricted or reduced by Administration or congressional actions, by action of the Office of Management and Budget, by action of individual agencies or departments, or by other actions. Accordingly, we expect that, due to changing government budgeting and spending priorities and related disputes among Congress and the Administration, some of our government clients in the future may delay payments due to us, may eventually fail to pay what they owe us, and/or may delay certain programs and projects. For some government clients, we may face a difficult choice: turn down (or stop) work due to budget uncertainty with the risk of damaging a valuable client relationship or perform work with the risk of not being paid in a timely fashion or perhaps at all. Congressional elections could also affect spending priorities and budgets at all levels of government. In addition, increased deficits and debt at all levels of government, may lead to reduced spending by agencies and departments on projects or programs we support.

Government entities also have heightened sensitivity surrounding the purchase of cybersecurity solutions due to the critical importance of their IT infrastructures, the nature of the information contained within those infrastructures and the fact that they are highly visible targets for cyber-attacks. Accordingly, increasing sales of our products and professional services to government entities may be challenging. Further, in the course of providing our products and professional services to government entities, our employees and those of our channel partners may be exposed to sensitive government information. Any failure by us or our channel partners to safeguard and maintain the confidentiality of such information could subject us to liability and reputational harm, which could materially and adversely affect our results of operations and financial performance.

Our reliance on U.S. General Services Administration Multiple Award Schedule (“GSA Schedule”) contracts and other Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts creates the risk of volatility in our revenue and profit levels.

We believe that one of the elements of our success is our position as a prime contractor under GSA Schedule contracts and other IDIQ contracts, and we believe this position is important to our ability to sell our services to Federal government clients. However, these contract vehicles require us to compete for each delivery order and task order, rather than having a more predictable stream of activity during the term of a multi-year contract. In addition, we may spend considerable cost and management time and effort to prepare bids and proposals for contracts, delivery orders, or task orders that we may not win. There can be no assurance that we will continue to obtain revenue from such contracts at current levels, or in any amount, in the future. To the extent that Federal government agencies and departments choose to employ GSA Schedule contracts and other IDIQ contracts encompassing activities for which we are not able to compete or provide services, we could lose business, which would negatively affect our revenue and profitability.

Future acquisitions could disrupt our business and harm our financial condition and operating results.

In order to remain competitive, we have in the past and may in the future seek to acquire additional businesses, products, or technologies. The environment for acquisitions in our industry is very competitive and acquisition candidate purchase prices will likely exceed what we would prefer to pay. We also may not find suitable acquisition candidates, and acquisitions we complete may be unsuccessful.

Achieving the anticipated benefits of future acquisitions will depend in part upon whether we can integrate acquired operations, products and technology in a timely and cost-effective manner and successfully market and sell these as new product offerings, or as new features within our existing offerings. The acquisition and integration processes are complex, expensive, and time consuming, and may cause an interruption of, or loss of momentum in, product development, sales activities, and operations. If we are unable to effectively execute or integrate acquisitions, our business, financial condition, and operating results could be adversely affected.

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In addition, we may only be able to conduct limited due diligence on an acquired company’s operations or may discover that the products or technology acquired were not as capable as we thought based upon the initial or limited due diligence. Following an acquisition, we may be subject to unforeseen liabilities arising from an acquired company’s past or present operations and these liabilities may be greater than the warranty and indemnity limitations that we negotiate. Any unforeseen liability that is greater than these warranty and indemnity limitations could have a negative impact on our financial condition.

Our strategic partnerships expose us to a range of business risks and uncertainties that could have a material adverse impact on our business and financial results.

We and our subsidiaries have entered, and intend to continue to enter, into strategic partnerships with third parties to support our future growth plans. We cannot provide any assurance that we will be able to continue to enter into additional strategic partnerships. Strategic partnerships require significant coordination between the parties involved, particularly if a partner requires that we integrate its products with our products. Further, we have invested and will continue to invest significant time, money, and resources to establish and maintain relationships with our strategic partners, but we have no assurance that any particular relationship will continue for any specific period of time, result in new offerings that we can effectively commercialize, or result in enhancements to our existing offerings.

We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results, and financial condition.

Our future performance depends on the continued services and contributions of our senior management, particularly Emmit McHenry, and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. The loss of the services of our senior management, particularly Emmit McHenry, or other key employees for any reason could significantly delay or prevent the achievement of our development and strategic objectives and harm our business, financial condition, and results of operations.

Accusations against us by third parties of infringement or other violations of their intellectual property rights, regardless of the accuracy of these assertions, could result in significant costs and harm our business and operating results.

We cannot ensure that our professional services and solutions, or the third-party solutions that we offer to our clients, do not infringe on the intellectual property rights of third parties and, in the future, we may have infringement claims asserted against us or against our clients. These claims could harm our reputation, require us to incur significant expenses and monetary liability, and prevent us from offering some of our current professional services or solutions. Legal challenges to our intellectual property rights and claims of intellectual property infringement by third parties could require that we enter into royalty or licensing agreements on less-than-favorable terms. Even if we believe any such challenges or claims are without merit, they can be time-consuming and costly to defend, injure our reputation, and divert management’s attention and resources away from our business. We may need to change our business practices if any of these events were to occur, which may limit our ability to compete effectively and could have an adverse effect on our results of operations.

We depend on unaffiliated third-party software in order to provide our solutions and professional services and support our operations.

Significant portions of our services and operations rely on software that is licensed from third-party vendors. The fees associated with these license agreements could increase in future periods, resulting in increased operating expenses. If there are significant changes to the terms and conditions of our license agreements, or if we are unable to renew these license agreements, we may be required to make changes to our vendors or information technology systems. These changes could impact the solutions and services we provide to our clients or the processes we have in place to support our operations, which could have an adverse effect on our business.

Any material weakness in our internal controls could adversely affect our business.

In the future, under Section 404 of the Sarbanes-Oxley Act of 2002 (the “SOX Act”), we will be required to furnish a report by our management on internal control over financial reporting. This report must contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether or not our internal control over

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financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by our management.

To date, we have not identified material weaknesses in our internal control over financial reporting. However, if in the future, we identify any material weakness in our internal controls, it could affect our ability to provide reliable financial statements, our business decision-making process may be adversely affected, our business and operating results could be harmed, investors could lose confidence in our reported financial information, the market price of our securities could decrease and our ability to obtain additional financing, especially additional financing on favorable terms, could be adversely affected. In addition, failure to maintain effective internal control over financial reporting could result in investigations or sanctions by regulatory authorities.

We may not be able to manage our growth effectively or improve our operational, financial, and management information systems, which would impair our results of operations.

In the near term, we intend to expand the scope of our operational activities significantly. If we are successful in executing our business plan, we will experience growth in our business that could place a significant strain on our business operations, finances, management, and other resources. The factors that may place strain on our resources include, but are not limited to, the following:

●

The need for continued development of our financial and information management systems;

●

The need to manage strategic relationships and agreements with manufacturers, customers, and partners; and

●

Difficulties in hiring and retaining skilled management, technical, and other personnel necessary to support and manage our business.

Additionally, our strategy envisions a period of rapid growth that may impose a significant burden on our administrative and operational resources. Our ability to manage growth effectively will require us to expand the capabilities of our administrative and operational resources substantially and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.

We cannot provide assurances that our management will be able to manage this growth effectively. Our failure to manage growth successfully could result in our sales not increasing commensurately with capital investments, if at all, or otherwise materially adversely affecting our business, financial condition, or results of operations.

If we are unable continually to add new customer offerings, innovate, and increase efficiencies, our ability to attract new customers may be adversely affected.

In the area of innovation, we must be able to add new solutions and professional service offerings and adopt sales incentives and policies that appeal to our customers and prospective customers. This depends, in part, on the creative and marketing skills of our personnel and on our ability to appeal to both customers and manufacturers. We may not be successful in the development, introduction, marketing and sourcing of new products or sales policies that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns, any of which could adversely affect our business, financial condition, or results of operations.

Risks Relating to the SLG Assignment Agreement

We may fail to consummate some or all of the assumptions contemplated by the SLG Assignment Agreement.

There is no guarantee that our possible assumption of any or all of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, will be approved by the counterparties. Mitigating factors that may hinder its acquisition include:

●

Legal or regulatory challenges related to our possible assumptions of the to-be-assigned SLG agreements, which will result in our becoming the prime contractor thereunder;

●

Discovery of material incompatibilities or challenges from our due diligence of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder;

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●

Misrepresentation by SLG in respect of any of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder; and

●

The counterparty to one or more of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, does not approve the relevant assignment to us.

Due Diligence may not reveal all issues with respect to SLG.

There is no assurance that our due diligence will reveal all relevant information regarding the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder. We rely on our working relationship with SLG, the counter-parties to the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, as well as the information provided to us by SLG, its management, counsel, and auditors. There is no assurance that we will receive all relevant information, or identify any current or historical factor that might otherwise prevent us from consummating any or all of the assumptions of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, or cause significant financial costs thereafter.

We may incur significant unforeseen costs related to our possible assumption of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, that are the subject of the SLG Assignment Agreement.

We recognize that there may be significant additional costs related to the assumption of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, that are the subject of the SLG Assignment Agreement, including costs related to legal and due diligence, integration and consolidation of the to-be-assigned SLG agreements themselves, which, if assumed by us, would result in our becoming the prime contractor thereunder, as distinguished from our operating as a subcontractor for those agreements, and other unexpected or unforeseen costs. Further, consummating the transactions contemplated by the SLG Assignment Agreement may cause us to:

●

Issue Common Stock that will dilute our current stockholders’ ownership;

●

Use a substantial portion of our cash resources;

●

Increase our interest expense, leverage, and debt service requirements if we incur additional debt to in connection with the obligations that we will assume under the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder;

●

Assume unexpected liabilities for which SLG has not agreed to indemnify us sufficiently or for which SLG does not have the resources to indemnify us; and

●

Record goodwill and non-amortizable intangible assets that are subject to impairment testing and potential impairment charges.

There is no assurance that we will be able to integrate becoming the prime contractor under the to-be-assigned SLG agreements into our business model, which could then result in significant disruption to our business.

Our inability to integrate the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, could impede us from realizing all of the benefits of the possible assignments. The integration process of the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, may disrupt our current business model of being a significant subcontractor on many projects rather than the prime contractor itself. The role of prime contractor has certain significant benefits regarding bidding for future contracts, but carries with it a significant administrative burden that currently we may not be able to fulfill successfully.

There is no assurance that any or all of the counterparties to the to-be-assigned SLG agreements, which, if we are able to assume, would result in our becoming the prime contractor thereunder, will permit such assignment by SLG and assumption by us.

We have no reason to believe that any of the counterparties will not approve the prospective assignments of the SLG agreements; however, because the terms of each of the agreements that SLG has agreed to assign to us has a provision that provides the

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counterparty to such agreement with a right to approve an assignment prior to its effectiveness (even though we are known to each applicable counterparty as the prime subcontractor), we cannot provide any assurance that any or all of the counterparties will provide approval of the proposed assignments. Nevertheless, without those approvals, we would continue as the prime subcontractor under each of the agreements and, pursuant to the provisions of the SLG Assignment Agreement, SLG and we would reduce the consideration that we would otherwise tender to SLG.

There is no assurance that the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, will perform as expected.

There is no assurance that the to-be-assigned SLG agreements, which, if assumed by us, would result in our becoming the prime contractor thereunder, will continue to operate at current or historic levels. Although we have no reason to believe otherwise, that is the same risk that we face as the prime subcontractor for such agreements; however, as the prime contractor under such agreements, our costs would be higher than they currently are.

Summary of Risks Related to Western and the Business Combination

Some of the risks related to Western and the Business Combination are summarized below. References in the summary below to “we”, “us”, “our” and “the Company” generally refer to Western in the present tense or New Cycurion from and after the Business Combination.

●

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 and variability, including, among others, the amount of cash remaining in the Trust Account after the application of all redemptions.

●

Risks Related to the Redemption of Public Shares, including, among others, that:

●

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.

●

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.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF CYCURION

The balance sheet data of Cycurion as of June 30, 2023 (unaudited) and December 31, 2022 and the historical statement of operations data of Cycurion for the six and three months ended June 30, 2023 (unaudited) and for the year ended December 31, 2022 are derived from Cycurion’s unaudited interim financial statements and audited financial statements included elsewhere in this proxy statement/prospectus. In Cycurion’s management’s opinion, the unaudited interim financial statements and audited financial statements include all adjustments necessary to state fairly Cycurion’s financial position as of June 30, 2023 (unaudited) and December 31, 2022 and the results of operations for the six and three months ended June 30, 2023 (unaudited) and the year ended December 31, 2022.

Cycurion is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cycurion” and Cycurion’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,
	2023		2022
Assets
Current assets
Cash	$	51,852	$	96,185
Restricted cash		—		—
Accounts receivable, net		9,659,844		4,376,491
Other receivables		295,486		32,600
Prepaid expenses and other current assets		50,279		15,098
Total current assets	$	10,057,461	$	4,520,374
Non-current assets
Deposit for acquisition target⁽⁴⁾		2,000,000		2,000,000
Fixed assets, net		3,608,812		3,298,425
Intangible assets, net		—		—
Right of use assets		52,783		114,010
Security deposits		10,351		10,351
Goodwill		6,592,304		6,592,304
Total non-current assets		12,264,250		12,015,090
Total Assets	$	22,321,711	$	16,535,464
Liabilities and Stockholders’ Equity
Current liabilities
Bank loan-revolving credit line		2,998,815		2,991,407
Bank loan-current portion		739,950		743,421
Loans payable		3,202		3,202
Subordinated promissory notes		4,420,300		3,375,146
Accounts payable		2,055,208		1,154,939
Operating lease liability		67,227		121,820
Accrued liabilities		7,075,857		1,490,643
Deferred revenue		—		11,803
Total current liabilities		17,360,557		9,892,381
Bank loan-long term portion		—		186,543
Long-term loan payable		146,798		146,798
Operating lease liability non-current		—		—
Series A convertible preferred stock ($0.001 par value, 500,000 shares authorized, 345,528 issued and outstanding)		1,294,117		1,294,117
Total non-current liabilities		1,440,915		1,627,458
Total Liabilities	$	18,801,474	$	11,519,839
Commitments & Contingent Liabilities
Stockholders’ Equity
Common stock ($0.001 par value, 70,000,000 shares authorized, 14,642,494 and 14,355,726 issued and outstanding, respectively)		14,643		14,643
Additional paid in capital		7,499,515		7,336,931
Accumulated deficit		(3,993,921)		(2,335,949)
Total Stockholders’ Equity		3,520,237		5,015,625
Total Liabilities and Stockholders’ Equity	$	22,321,711	$	16,535,464

See accompanying notes to the audited consolidated financial statements

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended				Six months ended
	June 30,				June 30,
	2023		2022		2023		2022
Net revenues	$	3,873,818	$	3,788,406	$	7,439,923	$	8,136,188
Cost of revenues		3,349,936		3,303,464		6,571,625		6,974,973
Gross profit		523,882		484,942		868,298		1,161,215
Operating expenses:
Selling, general and administrative expenses		592,518		747,057		1,224,285		1,396,638
Operating income (loss)		(68,636)		(262,115)		(355,987)		(235,423)
Other income (expenses):
Interest expense		(851,380)		(182,324)		(1,129,240)		(323,815)
Other income		—		843,598		—		843,598
Other expenses		(94,007)		(27,826)		(168,957)		(44,323)
		(945,387)		633,448		(1,298,197)		475,460
Income (loss) before tax		(1,014,023)		371,333		(1,654,184)		240,037
Income tax		1,645		—		3,787		205
Net income (loss)	$	(1,015,668)	$	371,333	$	(1,657,971)	$	239,832
Comprehensive income (loss)	$	(1,015,668)	$	371,333	$	(1,657,971)	$	239,832
Income (loss) per share
Basic income (loss) per share	$	(0.07)	$	0.03	$	(0.11)	$	0.02
Diluted income (loss) per share	$	(0.07)	$	0.02	$	(0.11)	$	0.01
Basic weighted average shares outstanding		14,642,494		14,208,523		14,642,494		14,281,718
Diluted weighted average shares outstanding		14,642,494		16,821,567		14,642,494		16,894,762

See accompanying notes to the audited consolidated financial statements

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SELECTED HISTORICAL FINANCIAL INFORMATION OF WESTERN

The balance sheet data of Western as of June 30, 2023 (unaudited) and December 31, 2022 and the historical statement of operations data of Western for the six months ended June 30, 2023 (unaudited) and for the year ended December 31, 2022 are derived from Western’s unaudited interim financial statements and audited financial statements included elsewhere in this proxy statement/prospectus. In Western’s management’s opinion, the unaudited interim financial statements and audited financial statements include all adjustments necessary to state fairly Western’s financial position as of June 30, 2023 (unaudited) and December 31, 2022 and the results of operations for the six months ended June 30, 2023 (unaudited) and for the year ended December 31, 2022.

Western is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

WESTERN ACQUISITION VENTURES CORP.

CONDENSED BALANCE SHEET


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	258,551	$	809,481
Prepaid expenses and other assets		188,075		268,208
Total current assets		446,626		1,077,689
Prepaid expenses – non-current		—		17,868
Investments held in Trust Account		8,097,937		117,191,410
TOTAL ASSETS	$	8,544,563	$	118,286,967
LIABILITIES, REDEEMABLE COMMON STOCK AND
STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	946,883	$	829,440
Derivative liability – Forward Purchase Agreement		597,285		—
Excise tax payable		1,094,366		—
Income tax payable		305,562		250,739
Franchise tax payable		22,000		163,200
Total liabilities		2,966,096		1,243,379
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption, $0.0001 par value, 770,221 shares and 11,500,000 shares at redemption value of approximately $10.55 and $10.20 per share as of June 30, 2023 and December 31, 2022, respectively		8,129,583		117,299,975
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000 shares issued and outstanding (excluding 770,221 shares and 11,500,000 shares, respectively, subject to possible redemption) as of June 30, 2023 and December 31, 2022		324		324
Additional paid-in capital		—		1,605,560
Accumulated deficit		(2,551,440)		(1,862,271)
Total stockholders’ deficit		(2,551,116)		(256,387)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$	8,544,563	$	118,286,967

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Western” and Western’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

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WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF OPERATIONS


	For the
	Six Months
	Ended		For the
	June 30,		Year Ended
	2023		December 31, 2022
	(unaudited)
Operating expenses:
General and administrative	$	(543,125)	(1,853,300)
Loss from operations		(565,175)	(2,016,596)
Other income (expense):
Unrealized gain on marketable securities held in trust account	$	283,114	1,566,410
Net loss	$	(504,148)	(700,925)
Weighted-average common shares outstanding of common shares subject to possible redemption		1,363,026	11,058,904
Basic and diluted net loss per common share subject to redemption	$	(0.11)	(0.05)
Weighted-average common shares outstanding, not subject to redemption		3,251,000	3,236,578
Basic and diluted net income (loss) per common share	$	(0.11)	(0.05)

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial data is derived from the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations included elsewhere in this proxy statement/prospectus and is provided to aid you in your analysis of the financial aspects of the Business Combination and the consummation of the Merger Financing, which are collectively referred to as the “Transactions.”

The unaudited pro forma condensed combined financial statements are based on the Western Acquisition Ventures Corp. (“WAV”) historical financial statements and the Cycurion, Inc. (“Cycurion”) historical consolidated financial statements as adjusted to give effect to the Transactions. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the Transactions as if they had been consummated on June 30, 2023. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 gives effect to the Transactions as if they had occurred on January 1, 2022, the beginning of the earliest period presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 gives effect to the Transactions as if they had occurred on January 1, 2022, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the Transactions (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Management has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company reflecting the Transactions.

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s unaudited balance sheet as of June 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus; and

●

Cycurion’s unaudited balance sheet as of June 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s unaudited condensed statement of operations for the six months ended June 30, 2023 derived from the historical information of WAV included elsewhere in this proxy statement/ prospectus; and

●

Cycurion’s unaudited condensed statements of operations for the six months ended June 30, 2023 derived from the historical information of Cycurion included elsewhere in this proxy statement/ prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s audited statement of operations for the year ended December 31, 2022 derived from the historical information of WAV included elsewhere in this proxy statement/prospectus; and

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●

Cycurion’s audited statements of operations for the year ended December 31, 2022 derived from the historical information of Cycurion included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On October [●], 2023, WAV, Merger Sub, and Cycurion entered into the Amended and Restated Merger Agreement, pursuant to which, among other things, Merger Sub will merge with and into Cycurion with Cycurion surviving as a wholly-owned subsidiary of WAV. The Merger will become effective at such time on the date of the Closing as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time specified in the certificates of merger. Effective from the Closing, the WAV will change its name to “Cycurion, Inc.”

Accounting for the Business Combination

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Under this method of accounting, WAV will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on the fact that subsequent to the Business Combination, Cycurion’s stockholders are expected to have a majority of the voting power of the Combined Company, Cycurion will comprise all of the ongoing operations of the Combined Company, Cycurion will comprise a majority of the governing body of the Combined Company, and Cycurion’s senior management will comprise all of the senior management of the Combined Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cycurion issuing shares for the net assets of WAV, accompanied by a recapitalization. The net assets of WAV will be stated at historical cost. No goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be those of Cycurion.

Basis of Pro Forma Presentation

The unaudited pro forma combined financial information included in this proxy statement/prospectus has been prepared using the assumptions below with respect to the potential redemption into cash of WAV Common Stock.

●

As Adjusted Post Redemptions: This presentation reflects the WAV subsequent redemptions during July 2023, whereby, the Company’s stockholders redeemed an aggregate of 464,811 shares (each share valued at approximately $10.53 per share and totaling approximately $4.9 million).

Pro Forma As Adjusted: This scenario includes all adjustments contained in the unaudited pro forma and presents additional adjustments to reflect the effect of the maximum redemptions. This presentation assumes that the maximum available Public Shares subject to redemption (5,410 after taking into account 300,000 shares subject to a forward purchase agreement) are redeemed and that the minimum cash requirement for closing is satisfied by issuance of preferred shares under the PIPE financing. In connection with the redemptions, approximately $57,000 is assumed to be paid from the Trust to redeeming shareholders based upon an estimated pro-rata trust balance of $10.51 per share as of June 30, 2023. The maximum redemption amount reflects the maximum number of the WAV’s Public Shares that can be redeemed without violating the conditions of the Merger Agreement or the requirement of WAV’s current Amended and Restated Certificate of Incorporation that WAV cannot redeem Public Shares if it would result in WAV having a minimum net tangible asset value of less than $5,000,001, after giving effect to the payments to redeeming stockholders.

The following table illustrates estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on the two levels of redemptions by the Public Stockholders and the following assumptions:


	Pro Forma Combined
	Ownership	Ownership
	in shares	%
Public Stockholders	300,000	2	%
The Sellers	9,500,000	71	%
WAV Initial Stockholders	3,579,803	27	%
Total	13,379,803	100	%

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The table below shows possible sources of dilution and the extent of such dilution that non-redeeming public stockholders could experience in connection with the Closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all public warrants and private warrants of WAV, which are exercisable for one share of common stock at a price of $11.50 per share. The following table illustrates estimated ownership levels in the Combined Company based on the two levels of redemptions by the Public Stockholders with all possible sources of dilution and the following assumptions:


	Pro Forma Combined
	Ownership		Ownership
	in shares		%
Public Stockholders	11,800,000	⁽¹⁾	29	%
Series B and D Preferred Stock and related warrants	15,745,540	⁽²⁾	38	%
The Sellers	9,500,000		23	%
WAV Initial Stockholders	3,955,803	⁽³⁾	10	%
Total	41,001,343		100	%

(1)	Includes 11,500,000 warrants.

(2)	Includes 4,000,000 Series B preferred stock, 6,666,667 Series D Preferred stock, and 5,078,873 warrants.

(3)	Includes 376,000 private placement warrants originally acquired as part of the private placement units.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2023


	As Adjusted
	Post Redemption				Transaction
	Western Acquisition				Accounting			Pro Forma
	Ventures Corp.		Cycurion, Inc.		Adjustments		Note	As Adjusted

Assets
Current Assets
Cash	$	258,551	$	51,852	$	2,000,000	A	$	2,150,403
						(160,000)	B
Restricted cash		—		—		3,154,135	C		3,154,135
Accounts receivable, net		—		5,069,122		—			5,069,122
Other receivables		—		295,486		—			295,486
Prepaid expenses and other current assets		188,075		50,279		(28,075)	B		210,279
Total Current assets		446,626		5,466,739		4,966,060			10,879,425

Investments held in Trust Account		3,211,015		—		(3,211,015)	C		—
Refundable deposit for acquisition		—		2,000,000		—			2,000,000
Fixed assets, net		—		3,608,812		—			3,608,812
Right of use assets		—		52,783		—			52,783
Security deposits		—		10,351		—			10,351
Goodwill		—		6,592,304		—			6,592,304
Total Assets	$	3,657,641	$	17,730,989	$	1,755,045		$	23,143,675

Liabilities and Shareholders' Deficit
Current Liabilities
Accounts payable and accrued expenses	$	946,883	$	4,540,343	$	(788,030)	D	$	4,699,196
Franchise tax payable		22,000		—		—			22,000
Income tax payable		305,562		—		—			305,562
Bank loan-revolving credit line		—		2,998,815		—			2,998,815
Bank loan-current portion		—		739,950		—			739,950
Loans payable		—		3,202		—			3,202
Subordinated promissory notes		—		4,420,300		(2,781,415)	A		1,638,885
Operating lease liability		—		67,227		—			67,227
Exercise tax payable		1,094,366		—		—			1,094,366
Derivative liability - Forward Purchase Agreement		597,285		—		—			597,285
Total Current Liabilities		2,966,096		12,769,837		(3,569,445)			12,166,488

Long-term loan payable		—		146,798		—			146,798
Cycurion - Series A convertible preferred stock		—		1,294,117		(1,294,117)	A		—
Total Liabilities		2,966,096		14,210,752		(4,863,562)			12,313,286

Commitments and contingencies

Redeemable Common Stock
Common stock subject to possible redemption		3,242,661		—		(3,242,661)	C		—
Shareholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
Series A convertible preferred stock		—		—		—			—

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	As Adjusted
	Post Redemption				Transaction
	Western Acquisition				Accounting			Pro Forma
	Ventures Corp.		Cycurion, Inc.		Adjustments		Note	As Adjusted

Series B Preferred stock						4,000	A		4,000
Series C Preferred stock						—	A		—
Series D Preferred stock						6,667	A		6,667
WAV - Common stock		324		—		30	C		1,337
						33	D
						950	E
Cycurion - Common stock		—		14,643		14,731	A		—
						(29,374)	E
Additional paid-in capital		—		7,499,515		6,908,106	A		15,858,353
						3,185,751	C
						787,997	D
						(2,523,016)	E
Accumulated deficit		(2,551,440)		(3,993,921)		(857,972)	A		(5,039,968)
						(188,075)	B
						—
						2,551,440	E
Total Shareholder’s Equity		(2,551,116)		3,520,237		9,861,268			10,830,389

Total Liabilities and Shareholders' Equity	$	3,657,641	$	17,730,989	$	1,755,045		$	23,143,675

(1)	Derived from the unaudited balance sheet of Western Acquisition Ventures Corp. (“WAV”) as of June 30, 2023. See WAV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(2)	Derived from the unaudited balance sheet of Cycurion, Inc. (“Cycurion”) as of June 30, 2023. See Cycurion’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2023


	Western Acquisition
	Ventures Corp.		Cycurion, Inc.		Transaction
	Six months ended		Six months ended		Accounting			Pro Forma
	June 30, 2023		June 30, 2023		Adjustments		Note	As Adjusted
Net revenues	$	—	$	7,439,923	$	—		$	7,439,923
Cost of revenues		—		6,571,625		—			6,571,625
Gross profit		—		868,298		—			868,298

Operating Expenses
Selling, general and administrative expenses		543,125		1,224,285		—	AA		1,955,485
		188,075					CC
Franchise tax		22,050		—		—			22,050
Total operating expenses		565,175		1,224,285		188,075			1,977,535

Operating loss		(565,175)		(355,987)		(188,075)			(1,109,237)

Other Income (Expense)
Interest earned on marketable securities held in Trust Account		283,114		—		—			283,114
Interest expense		—		(1,129,240)		(522,678)	BB		(1,651,918)
Change in fair value of forward purchase agreement		(167,264)		—		—			(167,264)
Other income		—		—		—			—
Other expenses		—		(168,957)		—			(168,957)
Total other income (expense)		115,850		(1,298,197)		(522,678)			(1,705,025)

Net loss before provision for income taxes		(449,325)		(1,654,184)		(710,753)			(2,814,262)
Income taxes		(54,823)		(3,787)		—			(58,610)
Net loss	$	(504,148)	$	(1,657,971)	$	(710,753)		$	(2,872,872)

Dividend on Series C Preferred Stock		—		—		(335,294)			(335,294)
Net loss attributable to common stockholders	$	(504,148)	$	(1,657,971)	$	(1,046,047)		$	(3,208,166)

Comprehensive loss	$	(504,148)	$	(1,657,971)	$	(1,046,047)		$	(3,208,166)

Basic and diluted net loss per share, common stock subject to possible redemption	$	(0.11)						$	(0.21)
Basic and diluted net loss per share, common stock not subject to possible redemption	$	(0.11)
Weighted average shaes outstanding of Common Stock subject to possible redemption		1,363,026				12,016,777	EE		13,379,803
Weighted average shaes outstanding of Common Stock not subject to possible redemption		3,251,000				(3,251,000)	EE		—

Basic and diluted loss per common share			$	(0.12)
Basic and diluted weighted average number of common shares outstanding				13,908,167

(1)	Derived from the unaudited statement of operations of WAV for the six months ended June 30, 2023. See WAV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(2)	Derived from the unaudited statement of operations of Cycurion for the six months ended June 30, 2023. See Cycurion’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

	Western Acquisition
	Ventures Corp.		Cycurion, Inc.		Transaction
	Year ended		Year ended		Accounting			Pro Forma
	December 31, 2022		December 31, 2022		Adjustments		Note	As Adjusted
Net revenues	$	—	$	16,600,330	$	—		$	16,600,330
Cost of revenues		—		14,209,498		—			14,209,498
Gross profit		—		2,390,832		—			2,390,832

Operating Expenses
Selling, general and administrative expenses		1,853,300		2,557,404		—	AA		4,696,780
		286,076		DD
Franchise tax		163,296		—		—			163,296
Total operating expenses		2,016,596		2,557,404		286,076			4,860,076

Operating loss		(2,016,596)		(166,572)		(286,076)			(2,469,244)

Other Income (Expense)
Interest earned on marketable securities held in Trust Account		1,566,410		—		—			1,566,410
Interest expense		—		(847,579)		(878,947)	BB		(1,726,526)
Financing expense		—		(1,062,692)		—			(1,062,692)
Change in fair value of forward purchase agreement		—		—		(167,264)	CC		(167,264)
Other income		—		751,612		—			751,612
Other expenses		—		(212,577)		—			(212,577)
Total other income (expense)		1,566,410		(1,371,236)		(1,046,211)			(851,037)
Net loss before provision for income taxes		(450,186)		(1,537,808)		(1,332,287)			(3,320,281)
Income taxes		(250,739)		(205)		—			(250,944)
Net loss	$	(700,925)	$	(1,538,013)	$	(1,332,287)		$	(3,571,225)
Dividend on Series C Preferred Stock		—		—		(335,294)			(335,294)
Net loss attributable to common stockholders	$	(700,925)	$	(1,538,013)	$	(1,667,581)		$	(3,906,519)
Comprehensive loss	$	(700,925)	$	(1,538,013)	$	(1,667,581)		$	(3,906,519)
Basic and diluted net loss per share, common stock subject to possible redemption	$	(0.05)						$	(0.27)
Basic and diluted net loss per share, common stock not subject to possible redemption	$	(0.05)
Weighted average shaes outstanding of Common Stock subject to possible redemption		11,058,904				2,320,899	EE		13,379,803
Weighted average shaes outstanding of Common Stock not subject to possible redemption		3,236,578				(3,236,578)	EE		—
Basic and diluted loss per common share			$	(0.11)
Basic and diluted weighted average number of common shares outstanding				13,908,167

(1)	Derived from the audited statement of operations of WAV for the year ended December 31, 2022. See WAV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

(2)	Derived from the audited statement of operations of Cycurion for the year ended December 31, 2022. See Cycurion’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1 — Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, WAV will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cycurion issuing shares for the net assets of WAV, accompanied by a recapitalization. The net assets of WAV will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives pro forma effect to the Business Combination as if it had been consummated on June 30, 2023. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2023 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2022, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2022, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s unaudited balance sheet as of June 30, 2023, as adjusted for post redemptions, and the related notes included elsewhere in this proxy statement/prospectus; and

●

Cycurion’s unaudited balance sheet as of June 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s unaudited statement of operations for the six months ended June 30, 2023 derived from the historical information of WAV; and

●

Cycurion’s unaudited statements of operations for the six months ended June 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 has been prepared using, and should be read in conjunction with, the following:

●

WAV’s audited statement of operations for the year ended December 31, 2022 derived from the historical information of WAV; and

●

Cycurion’s audited statements of operations for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on information available as of the date of this proxy statement/prospectus and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, the actual adjustments may materially differ from the pro forma adjustments. Management considers this basis of presentation to be reasonable under the circumstances.

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The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of WAV and Cycurion.

●

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that Cycurion believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believe that their assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Note 2 — Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Combination Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Cycurion has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

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The pro forma condensed combined financial information does not include an income tax adjustment. Upon closing of the Business Combination, it is likely that the Company will record a valuation allowance against the total U.S. and state deferred tax assets as the recoverability of the tax assets is uncertain. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the Company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted loss per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2022.

WAV and Cycurion have not had any historical relationship prior to the Business Combination. Accordingly, no transaction accounting adjustments were required to eliminate activities between the companies.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2023 are as follows:

Post redemption adjustment

Reflects the redemption of 464,811 shares of WAV’s redeemable common stock subsequent to June 30, 2023.

Proforma adjustments

(A)

Reflects the restructuring of Cycurion’s debt and equity for this share exchange, as follows:

Conversion of Series A Preferred Stock into common stock

4,000,000 shares of Series B Preferred Stock and 4,000,000 warrants issued for $2.0 million.

Conversion of common stock and warrants issued in 2021 valued at $1.5 million into Series C preferred stock and conversion of Series C Preferred Stock into common stock.

Issued common stock dividend of $335,294 to Series C Preferred stockholders.

Conversion of bridge financing debt of $3.3 million (“subordinated promissory notes”) into 6,666,667 shares of Series D Preferred stock, 606,060 Series A warrants and 472,813 Series B warrants.

As a result of conversion into common stock, as adjusted outstanding shares of common stock as of June 30, 2023, is 29,374,029 shares from 14,642,494 shares as filed.

(B)

Reflects 10% of the estimated cost of D&O insurance of $1,600,000 as prepaid expense related to the period following the Business Combination. Further reflects fully amortizing remaining SPAC period D&O insurance of $188,075 currently in prepaid expense as of June 30, 2023.

(C)

Reflect the reclassification of Trust funds ($3.3 million) related to a Forward Purchase Agreement on 300,000 shares of WAV common stock to restricted cash and permanent equity at $0.0001 par value with no redemptions, and the redemption of remaining 5,410 shares (approximately $56,880) of WAV common stock.

(D)

Reflects the settlement of approximately $2,500,000 of WAV’s (or Cycurion’s) transaction costs as offering cost through the issuance of 250,000 shares of common stock and legal fee recorded as accounts payable as of June 30, 2023 of $788,030 through the issuance of 78,803 shares of common stock, related to the Business Combination;

(E)

Reflects the share exchange resulting from the Business Combination, whereby WAV issued common stock of 9,500,000 shares of common stock, and preferred stock exchangeable for the equivalent of 4,000,000 shares of Series B Preferred Stock, 6,666,667 shares of Series D Preferred Stock and 5,078,873 warrants, for 100% of the issued and outstanding common stock, warrant and preferred stock, held by Cycurion’s shareholders and employees. Further reflects the elimination

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of the historical accumulated deficit of WAV, the accounting acquiree, and the elimination of 100% of the issued and outstanding common stock of Cycurion, into Cycurion’s additional paid-in capital upon the consummation of the Business Combination;

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022, are as follows:

(AA)Reflects amortization of debt discount on debt issued as part of the bridge financing.

(BB)Reflects the valuation of the put option for the year ended December 31, 2022, based on June 30, 2023 valuation.

(CC)Reflects expensing prepaid SPAC period D&O insurance outstanding in WAV at June 30, 2023.

(DD)Reflects the adjustment for the dividend on Series C preferred stockholders.

(EE)The calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the Business Combination as if it had been consummated on January 1, 2022. In addition, as the Business Combination is being reflected as if it had occurred on this date, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.

Note 4 — Loss per Share

Represents the loss per share calculated using the historical weighted average shares outstanding, and the change in number of shares in connection with the Business Combination, assuming the shares were outstanding since the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. If the number of shares of Public Shares described under the “Assuming Maximum Redemptions” scenario described above are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

Basic and diluted loss per share is computed by dividing pro forma net loss by the weighted average number of the shares of WAV Common Stock outstanding during the periods.

The unaudited pro forma condensed combined loss per share has been prepared assuming maximum redemptions for the six months ended June 30, 2023 and the year ended December 31, 2022:


	For the six months ended		For the year ended
	June 30, 2023		December 31, 2022
	Pro Forma		Pro Forma
	Combined		Combined
Pro forma net loss attributable to the stockholders	$	(3,208,166)	$	(3,906,519)
Weighted average shares outstanding – basic and diluted		13,379,803		13,379,803
Pro forma loss per share – basic and diluted	$	(0.24)	$	(0.29)
Weighted average shares calculation, basic and diluted
Common Stock
WAV Public shares		300,000		300,000
WAV Founder shares		2,875,000		2,875,000
WAV Private Shares		376,000		376,000
Transaction cost settled by shares		328,803		328,803
WAV shares issued in the Business Combination		9,500,000		9,500,000
Total weighted average shares outstanding		13,379,803		13,379,803

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RISK FACTORS

The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition, and operating results of Cycurion and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Common Stock. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition, or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of Cycurion and notes to the financial statements included herein.

Risks Related to Cycurion

Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant uninsured liabilities.

We carry insurance for most categories of risk that our business may encounter; however, we may not have adequate levels of coverage. We currently maintain general liability, property, workers’ compensation, clinical study, products liability and directors’ and officers’ insurance, along with an umbrella policy. We may not be able to maintain existing insurance at current or adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.

New Cycurion has no current plans to pay dividends on its Shares of Common Stock.

New Cycurion does not anticipate paying any cash dividends in the foreseeable future. If New Cycurion, incurs indebtedness in the future to fund its future growth, its ability to pay dividends may be further restricted by the terms of such indebtedness.

The Cycurion Legacy Stakeholders will have significant influence over New Cycurion after completion of the Business Combination.

Upon completion of the Business Combination, assuming there are no redemptions and other assumptions described in this proxy statement/prospectus, the Cycurion Legacy Stakeholders will collectively beneficially own approximately 58.3% of New Cycurion’s issued and outstanding capital stock. Although there is no voting trust agreement between the Cycurion Legacy Stakeholders, as long as the Cycurion Legacy Stakeholders own or control a significant percentage of outstanding voting power, they will have the ability to strongly influence all corporate actions requiring stockholder approval, including the election and removal of directors, any amendment of New Cycurion’s certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of New Cycurion’s assets.

If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, investors’ views of us, and, as a result, the value of our Common Stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act, our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2023. When and if we are a “large accelerated filer” or an “accelerated filer” and are no longer an “emerging growth company” or “smaller reporting company,” each as defined in the Exchange Act, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. However, for so long as we remain an emerging growth company or smaller reporting company, we intend to take advantage of an exemption available to emerging growth companies and smaller reporting companies from these auditor attestation requirements. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. To comply with the requirements of being a reporting company under the Exchange Act, we will need to upgrade our systems including information technology; implement additional financial and management controls, reporting systems, and procedures; and hire additional accounting and finance staff. If we or, if required, our auditors are unable to conclude that our internal control over financial reporting is effective, investors may lose confidence in our financial reporting, and the trading price of our Common Stock may decline.

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We are an emerging growth company, and the reduced reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

We are an emerging growth company and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 reduced disclosure obligations regarding executive compensation in this Prospectus and our periodic reports and proxy statements, exemptions from the requirements of holding non-binding advisory votes on executive compensation and seeking stockholder approval of any golden parachute payments not previously approved and not being required to adopt certain accounting standards until those standards would otherwise apply to private companies. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of this offering, although circumstances could cause us to lose that status earlier, including if we become a large accelerated filer (in which case we will cease to be an emerging company as of the date we become a large accelerated filer, which, generally, would occur if, at the end of a fiscal year, among other things, the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), if we have total annual gross revenue of $1.0 billion or more during any fiscal year (in which cases we would no longer be an emerging growth company as of March 31 of such fiscal year), or if we issue more than $1.0 billion in non-convertible debt during any three year period before that time (in which case we would cease to be an emerging growth company immediately). Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this Prospectus and our periodic reports and proxy statements. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

Our Common Stock price may be volatile and as a result you could lose all or part of your investment.

In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our shares of Common Stock:

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disappointing results from our development efforts;

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decline in demand for our shares of Common Stock;

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downward revisions in securities analysts’ estimates or changes in general market conditions;

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technological innovations by competitors or in competing products;

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investor perception of our industry or our prospects; and

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general economic trends.

Stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our shares of Common Stock.

Potential future sales pursuant to registration rights granted by the Company and under Rule 144 may depress the market price for our shares of Common Stock.

The Company has granted a number of its stockholders’ registration rights with respect to their shares of Common Stock. See the section titled “Registration Rights.” Such future sales of our shares of Common Stock by our existing stockholders, pursuant to and in accordance with the provisions of any registration statement, may have a depressive effect on the market price of our shares of Common Stock. Further, in general, under Rule 144 under the Securities Act, a person who has satisfied a minimum holding period of between six months and one-year and any other applicable requirements of Rule 144, may thereafter sell such shares publicly. A significant number of our currently issued and outstanding shares of Common Stock -held by existing stockholders, including officers

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and directors and other principal stockholders are currently eligible for resale pursuant to and in accordance with the provisions of Rule 144. The possible future sale of our shares by our existing stockholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the price of our Shares of Common Stock in the applicable trading marketplace.

Financial Industry Regulatory Authority, Inc. (“FINRA”) has adopted sales practice requirements that may also limit a stockholder’s ability to buy and sell our Common Stock.

FINRA has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our shares of Common Stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares of Common Stock.

We face risks related to compliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act, as well as related rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board (“PCAOB”), require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, referred to as Section 404, materially increased our legal and financial compliance costs and made some activities more time- consuming and more burdensome,

Anti-takeover provisions contained in the Proposed Charter and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Proposed Charter that will be in effect upon consummation of the Business Combination will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions will include:

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no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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the right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on our Board; and

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders.

The Proposed Charter provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our Proposed Charter provides that, subject to limited exceptions, any (i) derivative action or proceeding brought on our behalf of under Delaware law, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of New Cycurion’s stockholders, (iii) any action asserting a claim against New Cycurion or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, the Proposed Charter or the Bylaws of New Cycurion (in each case, as may be amended from time to time), (iv) any action asserting a claim against New Cycurion or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware. The Proposed Charter also provides that unless a majority of the Board of New Cycurion, acting on behalf of New Cycurion, consents in writing to the selection of an alternative forum (which consent may be given at any time,

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including during the pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, will be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of New Cycurion’s capital stock shall be deemed to have notice of and to have consented to the provisions of New Cycurion’s certificate of incorporation described above. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Cycurion or its directors, officers, or other employees, which, along with potential increased costs of litigating the courts provided by the choice of forum provision, may discourage such lawsuits against New Cycurion and its directors, officers, and employees. Alternatively, if a court were to find these provisions of New Cycurion’s amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, New Cycurion may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect New Cycurion’s business and financial condition.

Risks Related to Ownership of New Cycurion Common Stock Following the Business Combination

Western’s Board did not obtain a fairness opinion on the Amended and Restated Business Combination Agreement.

In November 2022, Western’s then-financial advisor, ValueScope LLC (“ValueScope”), rendered an opinion that, as of September 30, 2022, and subject to and based on the considerations referred to in its opinion, the Merger Consideration, as defined in and pursuant to the Business Combination Agreement, was fair, from a financial point of view, to Western and Western’s unaffiliated stockholders. That opinion was based on economic, market, and other conditions in effect on, and the information made available to it as of, the date thereof. Changes in the operations and prospects of Cycurion, its interim financing needs, and general market and economic conditions, and other factors upon which ValueScope’s opinion was based, may have significantly altered the value of Cycurion from the date of the ValueScope opinion. Accordingly, that opinion was not relied upon by Western’s Board and may not be relied upon by stockholders in deciding whether to approve the Business Combination. Western’s Board determined to approve the Amended and Restated Business Combination Agreement without a fairness opinion and based upon their own experience in evaluating acquisition opportunities.

If New Cycurion is not able to comply with the applicable continued listing requirements or standards of the Nasdaq Capital Market, Nasdaq could delist our Common Stock.

Western has applied to list the Western common stock and Warrants on the Nasdaq Capital Market under the symbols “[TBD” and “TBDW],” respectively, upon the closing of the Business Combination. New Cycurion’s continued eligibility for listing may depend on the number of Western Public Shares that are redeemed. If, after the Business Combination, Nasdaq delists the Western common stock from trading on its exchange for failure to meet the listing standards, such as the minimum public stockholders’ requirement, minimum stockholders’ equity, minimum bid price, or for failure to hold an annual stockholders meeting, we and our stockholders could face significant material adverse consequences including:

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limited availability of market quotations for our securities;

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reduced liquidity for New Cycurion’s securities;

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a determination that the Western common stock is a “penny stock” that would require brokers trading in Western common stock to adhere to more stringent rules and possibly would result in a reduced level of trading activity in the secondary trading market for New Cycurion’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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If the Business Combination’s benefits do not meet the expectations of investors or securities analysts or for other reasons, the market price of Western’s securities or, following the Business Combination, New Cycurion’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Western’s securities prior to the Closing may decline. The market values of New Cycurion’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Western’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Cycurion’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Cycurion’s securities. Accordingly, the valuation ascribed to Cycurion may not be indicative of the price that will prevail in the trading market following the Business Combination. The trading price of New Cycurion’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, many of which are beyond New Cycurion’s control.

Following the consummation of the Business Combination, New Cycurion will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition, and results of operations.

Following the consummation of the Business Combination, New Cycurion will face increased legal, accounting, administrative, and other costs and expenses as a public company that Cycurion does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB, and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time consuming. A number of those requirements will require New Cycurion to carry out activities Cycurion has not done previously. For example, New Cycurion will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if management or the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Cycurion could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Cycurion’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New Cycurion’s status as a public company may make it more difficult to attract and retain qualified persons to serve on New Cycurion’s board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting, and administrative activities. These increased costs will require New Cycurion to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New Cycurion’s failure to timely and effectively implement controls and procedures required by Section 404(a)of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.

Cycurion is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, New Cycurion will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Cycurion as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New Cycurion is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

New Cycurion will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make New Cycurion’s securities less attractive to investors and may make it more difficult to compare New Cycurion’s performance to the performance of other public companies.

New Cycurion will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New Cycurion will be eligible for and intends to take advantage of certain exemptions from various reporting

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requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency, and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. New Cycurion will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of Western common stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Western common stock in the Western IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as New Cycurion is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, New Cycurion may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find Western common stock less attractive because New Cycurion will rely on these exemptions, which may result in a less active trading market for the Western common stock and its price may be more volatile.

New Cycurion’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause New Cycurion to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of Western common stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and board of directors’ attention and resources from the New Cycurion’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Combined Entity’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New Cycurion may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Risks Related to Western and the Business Combination

Unless the context otherwise requires, references in the subsection “Risks Related to Western and the Business Combination” to “we”, “us”, “our”, “Western,” and the “Company” generally refers to Western in the present tense or New Cycurion from and after the Business Combination.

The working capital available to New Cycurion after the Business Combination will be reduced to the extent Western’s Public Stockholders exercise their redemption rights in connection with the Business Combination and will also be reduced to the extent of Western’s and Cycurion’s transaction expenses, which will be payable by New Cycurion. This may adversely affect the business and future operations of New Cycurion.

Significant uncertainties exist regarding the amount of additional cash, if any, that may be available to fund New Cycurion’s operations as a result of the Business Combination and the other transactions described in this proxy statement/prospectus. Western has approximately $3.253 million in its Trust Account as of October 28, 2023; however, apart from 300,000 shares which are governed under terms of the Forward Share Purchase Agreement (“FSPA”), existing Western Public Stockholders will have the right to elect to have their shares redeemed for cash as a part of the voting on the Business Combination and the cash related to the FSPA will be placed into an escrow account restricting access by the Company subject to release only in accordance with terms in the FSPA. It is not possible at this time to predict how many existing Western Public Stockholders will exercise this redemption right, and therefore it is not possible at this time to predict how much cash will be held in the Trust Account immediately following closing and how much cash under the FSPA will be released.

The parties estimate that they will have combined transaction related expenses (primarily legal, accounting and financial advisory fees and expenses) of approximately $[ ] million. Immediately following the Effective Time of the Business Combination, New

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Cycurion intends to use the cash remaining in the Trust Account to pay transaction expenses and fund its near term working capital requirements.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

Western can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in Western’s share price, and may result in a lower value realized now for a stockholder redeeming their shares than a stockholder of Western might realize in the future. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Western’s 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.

Holders of Public Shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to Western’s transfer agent at least two (2) business days prior to the Special Meeting. Stockholders electing to redeem their shares will receive their pro rata portion of 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 it to pay Western’s taxes and up to $100,000 of interest to pay dissolution expenses, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section titled “Special Meeting of Western Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Western’s Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.

Western’s Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section titled “Special Meeting of Western Stockholders — Redemption Rights,” tender their certificates to Western’s transfer agent or deliver their shares to the transfer agent electronically through the DTC at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Western’s transfer agent will need to act to facilitate this request. It is Western’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Western does not have any control over this process or over the brokers, which Western refers to as “DTC,” it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a significant number of Public Shares are redeemed, our Common Stock may become less liquid following the Business Combination.

If a significant number of Public Shares are redeemed, Western may be left with a significantly smaller number of stockholders. As a result, trading in the shares of the Combined Entity may be limited and your ability to sell your shares in the market could be adversely affected. The Combined Entity intends to apply to list its shares on Nasdaq, and Nasdaq may not list the Common Stock on its exchange, which could limit investors’ ability to make transactions in the Combined Entity’s securities and subject the Combined Entity to additional trading restrictions.

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The holders of Founder Shares have agreed to vote in favor of such initial business combination, which means the Business Combination will be approved regardless of how Western’s Public Stockholders vote.

Unlike some other blank check companies in which the initial stockholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Stockholders in connection with an initial business combination, the holders of the Founder Shares have agreed (i) to vote any such shares in favor of any proposed business combination, including the Business Combination and (ii) to waive redemption rights with respect to any shares of Common Stock owned or to be owned by such holder, and that such holder will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a business combination, amend the provisions of the Charter, or a tender offer by Western prior to a business combination. As of the date hereof, Western’s Sponsor owns 70.3% of the outstanding shares of common stock, which percentage is more than sufficient to approve the Business Combination.

If third parties bring claims against Western, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.10.

Western’s placing of funds in trust may not protect those funds from third party claims against Western. Although Western will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, such parties may not execute such agreements. Even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Western’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Western’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Western under the circumstances.

Examples of possible instances where Western may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Western and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if Western is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Western will be required to provide for payment of claims of creditors that were not waived that may be brought against Western within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Stockholders could be less than the $10.10 per Public Share initially held in the Trust Account, due to claims of such creditors.

Additionally, if Western is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Western’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Western’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Western’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, Western may not be able to return to Western’s Public Stockholders at least $10.10 per share. As a result, if any such claims were successfully made against the Trust Account, the funds available for Western’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.10 per Public Share.

Western’s stockholders may be held liable for claims by third parties against Western to the extent of distributions received by them.

If Western has not completed a business combination by December 31, 2023, Western 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, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest that may be used by Western to pay its taxes payable and up to $100,000 of interest to pay 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the

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approval of Western’s remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to Western’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If Western is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Western which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Western’s stockholders. Furthermore, because Western intends to distribute the proceeds held in the Public Shares to Western’s Public Stockholders promptly after expiration of the time Western has to complete an initial business combination, this may be viewed or interpreted as giving preference to Western’s Public Stockholders over any potential creditors with respect to access to or distributions from Western’s assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to Western’s creditors and/or may have acted in bad faith, and thereby exposing itself and Western to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. Western cannot assure you that claims will not be brought against it for these reasons.

Neither Western nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Cycurion in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by Cycurion and Western to each other in the Business Combination Agreement will not survive the consummation of the Business Combination. As a result, Western and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by Cycurion in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, Western would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

Western and/or Cycurion may waive one or more of the conditions to the Business Combination.

Western and/or Cycurion may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by its existing charter and applicable laws. For example, it is a condition to Western’s and Cycurion’s respective obligations to close the Business Combination that each of the covenants of the other party to be performed as of or prior to the Closing having been performed in all material respects. However, if Western’s or Cycurion’s board of directors determines that any such breach is not material, then it may elect to waive that condition and close the Business Combination. In deciding to waive one or more conditions to the Business Combination, Western’s and Cycurion’s directors have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of Western’s Public Stockholders. See “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.” Under applicable law and Western’s Current Charter, Western is not able to waive the condition that its stockholders approve the Business Combination.

The Sponsor, A.G.P., and Western’s directors and executive officers who hold founder shares and/or Private Warrants through their interests in the Sponsor, may receive a positive return on the founder shares and/or Private Warrants even if Western’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

If Western is able to complete a business combination within the required time period, the Sponsor, A.G.P. and Western’s directors and executive officers who hold founder shares and/or Private Warrants through their interest in the Sponsor may receive a positive return on their investments which were acquired prior to the Western IPO, or concurrently with completion of the Western IPO, even if Western’s public stockholders experience a negative return on their investment in Western common stock after consummation of the Business Combination.

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Western’s Sponsor, directors, 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.

Western’s Sponsor, directors and officers, and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of Western’s Public Stockholders, which may result in a conflict of interest. These interests include:

These interests include:

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the fact that the Sponsor and A.G.P. paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

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the fact that if the Business Combination were not approved, in accordance with our Charter, the 4,312,500 Founder Shares held by the Sponsor, our officers, and directors through their interest in the Sponsor, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 376,000 Private Placement Units that were acquired simultaneously with the IPO for an aggregate purchase price of $3,760,000;

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the Sponsor, officers, directors, initial stockholders, or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Business Combination is not completed. As of October 23, 2023, no out-of-pocket expenses are owed to Western’s officers and directors and Sponsor.

In light of the foregoing, the Sponsor and Western’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Cycurion rather than liquidate even if (i) Cycurion is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and Western’s directors and executive officers who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if Western’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

The market price of shares of New Cycurion’s securities after the Business Combination may be affected by factors different from those currently affecting the prices of Western’s securities.

Prior to the Business Combination, Western has had limited operations. Upon completion of the Business Combination, New Cycurion’s business, prospects, financial conditions, or results of operations will depend in part upon the performance of Cycurion’s businesses, which are affected by factors that are different from those currently affecting the business, prospects, financial conditions, or results of operations of Western.

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Western’s Public Stockholders will experience dilution as a consequence of the issuance of Western common stock as consideration in the Business Combination.

The issuance of the Western common stock in the Business Combination will dilute the equity interest of Western’s existing Public Stockholders and may adversely affect prevailing market prices for Western common stock and/or Western Warrants. It is anticipated that, upon completion of the Business Combination, based on funds in the Trust Account of $3.253 million on October 28, 2023 and if there are no further redemptions by Western’s public stockholders, Western’s Public Stockholders will own approximately 7.5% of the outstanding capital stock of New Cycurion, and if there are redemptions by Western’s Public Stockholders up to the maximum level permitted by Western’s Current Charter, Western’s remaining Public Stockholders will own approximately 3.0% of the outstanding capital stock of New Cycurion. The ownership percentage with respect to New Cycurion following the Business Combination does not take into account (1) Western Warrants to purchase Western common stock that will remain outstanding immediately following the Business Combination or (2) the issuance of any shares upon completion of the Business Combination under the Equity Incentive Plan. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by Western’s existing Public Stockholders in the post-combination company will be different.

Western’s Public Stockholders will experience dilution as a result of the issuance of additional employee/director/consultant options or if we sell additional shares of our Common Stock and/or warrants to finance our operations or issue stock in connection with acquisitions following the Business Combination.

In order to further expand New Cycurion’s operations and meet our objectives, any additional growth and/or expanded development activity will likely need to be financed through the sale and issuance of additional shares of Common Stock. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our development programs, we likely will also need to issue additional shares of Common Stock to finance future acquisitions, growth, and/or additional exploration programs of any or all of our projects. We also expect to in the future grant to some or all of our directors, officers, and key employees and/or consultants’ options to purchase shares of our Common Stock as non-cash incentives pursuant to the Equity Incentive Plan. The issuance of any equity securities could, and the issuance of any additional shares of Common Stock will, cause our existing stockholders to experience dilution of their ownership interests.

If we issue additional shares of our Common Stock or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, existing Public Stockholders’ interests in New Cycurion will be diluted and investors may suffer dilution in their net book value per share of shares of Common Stock depending on the price at which such securities are sold.

Even if we consummate the Business Combination, the Public Warrants may never be in the money, and they may expire worthless.

The exercise price for our warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of our warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between American Stock Transfer & Trust Company, LLC, as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

We may redeem your unexpired warrants at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants (excluding any Placement Warrants held by the Sponsor or its permitted transferees) at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the shares of

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common stock issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force a warrant holder: (i) to exercise its warrants and pay the exercise price therefore at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

The shares of Common Stock to be received by Western’s stockholders as a result of the Business Combination will have different rights from shares of Common Stock.

Following completion of the Business Combination, the Public Stockholders will no longer be stockholders of Western but will instead be stockholders of New Cycurion. There will be important differences between your current rights as a Western stockholder and your rights as a New Cycurion stockholder. See “Comparison of Corporate Governance and Stockholder Rights” for a discussion of the different rights associated with the shares of common stock.

There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

Western can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in New Cycurion’s share price, and may result in a lower value realized now for a stockholder redeeming their shares than a stockholder of New Cycurion might realize in the future. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If Western’s stockholders fail to comply with the redemption requirements specified in this proxy statement 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.

In order to exercise their redemption rights, Western’s Public Stockholders are required to submit a request in writing and deliver their stock (either physically or electronically) to Western’s transfer agent at least two (2) business days prior to the Special Meeting. Stockholders electing to redeem their shares will receive their pro rata portion of 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 it to pay Western’s taxes and up to $100,000 of interest to pay dissolution expenses, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section titled “Special Meeting of Western Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

Western’s Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section titled “Special Meeting of Western Stockholders — Redemption Rights,” tender their certificates to Western’s transfer agent or deliver their shares to the transfer agent electronically through the DTC at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Western’s transfer agent will need to act to facilitate this request. It is Western’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Western does not have any control over this process or over the brokers, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

The ability to execute New Cycurion’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.

In the event that the aggregate cash consideration Western would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business

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Combination Agreement exceeds the aggregate amount of cash available to Western, New Cycurion may be required to increase the financial leverage its business would have to support. This may negatively impact New Cycurion’s ability to execute on its own future strategic plan.

In the event that a significant number of Public Shares are redeemed, our Common Stock may become less liquid following the Business Combination.

If a significant number of Public Shares are redeemed, Western may be left with a significantly smaller number of stockholders. As a result, trading in the shares of New Cycurion may be limited and your ability to sell your shares in the market could be adversely affected. New Cycurion intends to apply to list its shares on Nasdaq, and Nasdaq may not list the Common Stock on its exchange, which could limit investors’ ability to make transactions in New Cycurion’s securities and subject New Cycurion to additional trading restrictions.

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, New Cycurion may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on New Cycurion’s financial condition, results of operations and the Common Stock price, which could cause you to lose some or all of your investment.

Going public through a merger rather than an underwritten offering, as Cycurion is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the business plan and any underlying financial assumptions. Because New Cycurion will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of Common Stock of New Cycurion, and, accordingly, the New Cycurion’s stockholders (including Western’s public stockholders) will not have the benefit of an independent review and due diligence investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering.

Although Western has conducted due diligence on Cycurion’s business, Western cannot assure you that this due diligence has identified all material issues that may be present in Cycurion’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Cycurion’s business and outside of Western’s and Cycurion’s control will not later arise. As a result of these factors, New Cycurion may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Further, although Western performed a due diligence review and investigation of Cycurion in connection with the Business Combination, Western has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering, and therefore Western’s due diligence review and investigation should not be viewed as equivalent to the review and investigation that an underwriter would be expected to conduct. Even if Western’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Western’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Cycurion’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about New Cycurion or its securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing thereafter. Accordingly, any Western stockholders or warrant holders who choose to remain stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their securities. These stockholders or warrant holders are unlikely to have a remedy for the reduction in value.

In addition, because New Cycurion will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or may be less likely to provide, coverage of New Cycurion. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of New Cycurion than they might if New Cycurion became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with New Cycurion as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for New Cycurion’s Common Stock could have an adverse effect on the New Cycurion’s ability to develop a liquid market for the Common Stock.

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There is a risk that the new 1% U.S. federal excise tax may be imposed on us in connection with redemptions of our shares.

On August 16, 2022, the Inflation Reduction Act of 2022 became law, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions) of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations). The excise tax will apply to stock repurchases occurring in 2023 and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The U.S. Department of Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination or otherwise, may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with the Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the business combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by New Cycurion and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined; however, we will not use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay the excise tax. Additionally, we expect to either fully liquidate or consummate an initial business combination during 2023, and therefore do not expect to be subject to the excise tax. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could reduce the amount of cash available to pay redemptions or reduce the cash available to Cycurion and New Cycurion in connection with the Business Combination, which could cause the remaining stockholders of New Cycurion to economically bear the impact of any such excise tax.

In connection with special meetings of Western’s stockholders, held on January 6, 2023 and July 9, 2023, the Western stockholders elected to redeem 11,194,590 public shares of Western Common Stock and to extend Western’s business combination period. The 11,194,590 public shares redeemed in connection with the extensions represented approximately 97.3% of the total Western shares of common stock outstanding following Western’s IPO. If Western does not liquidate within the 2023 tax year, or close the business Combination with the issuance of sufficient “offset” shares of its capital stock, it is likely to incur a 1% excise tax on such redemptions.

Additionally, Western expects that the redemptions would likely be offset by the shares of Western common stock and shares of Preferred Stock expected to be issued at the Closing of the Business Combination.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. The information included in this proxy statement/prospectus in relation to Cycurion has been provided by Cycurion and its management, and forward-looking statements include statements relating to its and its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Business Combination. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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Our ability to complete the Business Combination with Cycurion or, if we do not consummate such Business Combination, any other initial business combination;

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satisfaction or waiver (if applicable) of the conditions to the Business Combination Agreement;

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the occurrence of any other event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

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the projected financial information, anticipated growth rate, and market opportunity of New Cycurion;

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the ability to obtain or maintain the listing of New Cycurion’s public securities on Nasdaq following the Business Combination;

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New Cycurion’s public securities’ potential liquidity and trading;

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New Cycurion’s ability to raise financing in the future;

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New Cycurion’s success in retaining or recruiting, or changes required in, officers, key employees or directors following the completion of the Business Combination;

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Western officers and directors allocating their time to other business and potentially having conflicts of interest with Western’s business or in approving the Business Combination;

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the use of proceeds not held in the Trust Account or available to Western from interest income on the Trust Account balance;

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the ability to recognize the anticipated benefits of the proposed Business Combination;

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the costs related to the proposed Business Combination;

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Cycurion’s and New Cycurion’s ability to grow and manage growth profitably;

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the implementation, market acceptance and success of Cycurion’s and New Cycurion’s business model, developments and projections relating to Cycurion’s and New Cycurion’s competitors and industry;

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Cycurion’s and New Cycurion’s ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

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the effect of the COVID-19 pandemic on the foregoing, including our ability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic; and

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other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this proxy statement/prospectus. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this proxy statement/prospectus, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Western or Cycurion “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Western or Cycurion has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to rely unduly upon these statements.

Before any stockholder grants its proxy, instructs how its vote should be cast or votes on the proposals to be put to the Special Meeting, such stockholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

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SPECIAL MEETING OF WESTERN STOCKHOLDERS

General

Western is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the board of directors for use at the Special Meeting to be held on [●], 2023 and at any adjournment or postponement thereof. This proxy statement/prospectus provides Western’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on [●], 2023, at 10:00 a.m. Eastern Time, via live webcast at the following address: [●]

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Western common stock at the close of business on [●], which is the Record Date. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [●] shares of Common Stock outstanding, of which [●] are Public Shares and [●] are Founder Shares held by the Sponsor and our directors.

Vote of the Sponsor and our Directors and Officers

In connection with the Western IPO, Western entered into agreements with each of its Sponsor and A.G.P., pursuant to which each agreed to vote any shares of Common Stock owned by it in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting. As a result of these agreements, based upon the voting power of these parties, all of the Proposals will be approved at the Special Meeting.

Western’s Sponsor and A.G.P. have waived any redemption rights, including with respect to shares of Common Stock issued or purchased in the Western IPO in connection with the Business Combination. The Founder Shares and the Private Units held by the Sponsor have no redemption rights upon Western’s liquidation and will be worthless if no business combination is effected by Western by December 31, 2023.

Quorum and Required Vote for Proposals

A quorum of Western stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting is represented by virtual attendance or by proxy at the Special Meeting. By virtue of its ownership of Western Shares, its attendance alone at the Special Meeting will constitute a quorum.

The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding Western common stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of Western common stock present or represented at the Special Meeting, by ballot, proxy, or electronic ballot and entitled to vote thereon at the Special Meeting.

If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Equity Incentive Plan Proposal will not be presented to the Western stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Equity Incentive Plan Proposal are preconditions to the consummation of the Business Combination. The Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Equity Incentive Plan

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Proposal are subject to and conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Equity Incentive Plan Proposal). The Adjournment Proposal is not subject to and conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then Western will not consummate the Business Combination. If Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023, then Western will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

Abstentions and Broker Non-Votes

Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote “AGAINST” the Proposals. A failure to vote by proxy or to vote online or an abstention from voting with regard to the Proposals will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Advisory Charter Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Recommendation of Western’s Board of Directors

The Board has unanimously determined that each of the Proposals is fair to and in the best interests of Western and its stockholders, and has unanimously approved such Proposals. The Board unanimously recommends that stockholders:

●

vote “FOR” the Business Combination Proposal;

●

vote “FOR” the Nasdaq Proposal;

●

vote “FOR” the Charter Amendment Proposal;

●

vote “FOR” the Advisory Charter Proposals;

●

vote “FOR” the Directors Proposal;

●

vote “FOR” the Equity Incentive Plan Proposal; and

●

vote “FOR” the Adjournment Proposal, if it is presented at the Special Meeting.

When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of Western’s Board and officers and advisors have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder.

These interests include:

●

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The Sponsor and A.G.P.will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate,

●

Based on the difference in the purchase price of $0.009 that the Sponsor paid for the 2,875,000 Founder Shares for an aggregate purchase price of $25,000, as compared to the purchase price of $10.00 per Public Unit sold in the IPO, the Sponsor may earn a positive rate of return even if the share price of the Combined Company after the Closing falls below the price initially paid for the Units in the Western IPO and the Public Stockholders experience a negative rate of return following the Closing of the Business Combination.

●

Stephen Christoffersen, Western’s CEO will be a member of the board of directors of Cycurion following the closing of the Business Combination and, therefore, in the future Mr. Christoffersen will receive any cash fees, stock options or stock awards that Cycurion’s board of directors determines to pay to its non-executive directors.

●

Each of Western’s directors and officers presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director is required to present a business combination opportunity to such entity. Western’s directors and officers also may have become aware of business combination opportunities which may have been appropriate for presentation to Western and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should have been presented. These conflicts may not have been resolved in Western’s favor and such potential business combination opportunities may have been presented to other entities prior to their presentation to Western. Western’s Amended and Restated Certificate of Incorporation provides that, to the extent permitted by applicable law, Western renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter (i) which may be a business combination opportunity for an entity related to a director or officer of Western, on the one hand, and Western, on the other, or (ii) the presentation of which would breach an existing legal obligation of a director or officer to another entity, and Western waives any claim or cause of action it may have in respect thereof. Western does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for an acquisition target nor will materially impact its ability to complete the proposed Business Combination.

In light of the foregoing, the Sponsor and Western’s directors and executive officers will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination with Cycurion rather than liquidate even if (i) Cycurion is a less favorable target company or (ii) the terms of the Business Combination are less favorable to stockholders. As a result, the Sponsor and Western’s directors and officers may have interests in the completion of the Business Combination that are materially different than, and may conflict with, the interests of other stockholders. Further, the Sponsor and Western’s directors and executive officers who hold founder shares or Private Warrants may receive a positive return on their investment(s), even if Western’s public stockholders experience a negative return on their investment after consummation of the Business Combination.

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Voting Your Shares

Each share of Western common stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of Western common stock at the Special Meeting:

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You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

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You Can Attend the Special Meeting and Vote Through the Internet. You will be able to attend the Special Meeting online and vote during the meeting by visiting [●] and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Western can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

●

you may send another proxy card with a later date;

●

you may notify Western’s secretary in writing before the Special Meeting that you have revoked your proxy; or

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you may attend the Special Meeting, revoke your proxy, and vote through the internet as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your Western common stock, you may call Morrow Sodali, Western’s proxy solicitor, at 800-662-5200 or email it at WAVS.info@investor.morrowsodali.com.

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Directors Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal. Under Western’s amended and restated bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Redemption Rights

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released to Western to pay its taxes. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the Western IPO (including interest earned on the funds held in the Trust

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Account and not previously released to it to pay Western’s taxes). For illustrative purposes, based on funds in the Trust Account of approximately $3.253 million on October 28, 2023, the estimated per share redemption price would have been approximately $10.65.

In order to exercise your redemption rights, you must:

●

prior to 5:00 p.m. Eastern Time on [•], 2023 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to American Stock Transfer & Trust Company, LLC, Western’s transfer agent, at the following address:

American Stock Transfer & Trust Company, LLC

6201 15^th Avenue

Brooklyn, New York 11219

Attn: Felix Orihuela

E-mail: Felix.Orihuela@equiniti.com

and

●

deliver your Public Shares either physically or electronically through DTC to Western’s transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Western’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Western does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Western’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Western’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Western’s transfer agent return the shares (physically or electronically). You may make such request by contacting Western’s transfer agent at the phone number or address listed above.

Prior to exercising redemption rights, stockholders should verify the market price of Western Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Western common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in Western common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of Western common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Entity, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not approved and Western does not consummate an initial business combination by December 31, 2023, Western will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Stockholders.

Dissenter Rights

Western stockholders do not have dissenter rights in connection with the Business Combination or the other proposals.

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Proxy Solicitation

Western is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the Internet or in person. Western and its directors, officers and employees may also solicit proxies in person. Western will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Western will bear the cost of the solicitation.

Western has hired Morrow Sodali to assist in the proxy solicitation process. Western will pay that firm a fee of $22,500, plus disbursements.

Western will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Western will reimburse them for their reasonable expenses.

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PROPOSAL 1 — THE BUSINESS COMBINATION PROPOSAL

General

Holders of Western common stock are being asked to approve and adopt the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Western stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section titled “— The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read carefully the Business Combination Agreement in its entirety before voting on this proposal.

Because Western is holding a stockholder vote on the Business Combination, Western may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the shares of Western common stock that are voted at the Special Meeting. By virtue of their ownership of Western common stock, the Proposal will be approved regardless of the cote of the Public Stockholders.

The Business Combination Agreement

The subsections that follow this subsection describe the material provisions of the Business Combination Agreement, but do not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A hereto, which is incorporated herein by reference. Western stockholders and other interested parties are urged to read the Business Combination Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

Merger Consideration

As we previously announced, on October [●], 2023, Western entered into the Amended and Restated Business Combination Agreement, by and among Western, Merger Sub and Cycurion pursuant to which Merger Sub will merge with and into Cycurion with Cycurion surviving the merger as a wholly-owned subsidiary of Western.


	Cycurion [Pre-Merger]		New Cycurion [Post-Merger]
Cycurion Common Stock		12,813,094	4,143,946
Series A Convertible Preferred Stock		345,528	111,749
({Series A} Common Equivalents)		8,877,931	2,871,256
Total {Series A} Warrants		1,333,336	431,221
Series C		—	4,851
"Presumptive Preferred" {Series C} Common		1,306,589	—
("Presumptive Preferred" {Series C} Common Equivalents)		—	1,882,469
"Presumptive Preferred" {Series C} Warrants		406,969	—
Warrants (Other Common Stock Purchase Warrants of Cycurion)		529,067	171,108
Series B "Presumptive Preferred" {Series B}		4,000,000	4,000,000
"Presumptive Preferred" {Series B} Warrants		4,000,000	4,000,000
Series D		—	6,666,667
Aggregate Debt to be Exchanged at Closing	$	3,333,333.33	—
{Series D} Common Stock (not included in Common Stock, above)		472,813	472,813
"Bridge to {Series D}" Warrants		1,181,468	—
{Series D} Warrants		—	7,272,728

Payment of Expenses

On the Closing Date, New Cycurion will pay or cause to be paid certain outstanding expenses of Western and Merger Sub, which is made up of approximately (i) $2.5 million for financial and business combination advisory services to Western in connection with the proposed merger transaction paid to A.G.P. (which will be paid in shares of Western common stock); and (ii) approximately $312,000 in deferred legal fees will be paid in shares of Western common stock.

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Representations and Warranties

The Business Combination Agreement contains customary representations and warranties by each of Western, Cycurion, and Merger Sub. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material Adverse Effect” as used in the Business Combination Agreement means, any fact, effect, event, development, change, state of facts, condition, circumstance, violation or occurrence that, individually or together with one or more other contemporaneous effect (i) has or would reasonably be expected to have a materially adverse effect on the condition (financial or otherwise), assets, liabilities, business or results of operations of Cycurion, on the one hand, or on Western and Merger Sub, on the other hand, taken as a whole, or (ii) prevents or materially impairs or would reasonably be expected to prevent or materially impair the ability of the Cycurion Legacy Stakeholders and Cycurion, on the one hand, or of Western and Merger Sub, on the other hand to consummate the Merger and the other transactions contemplated by the Business Combination Agreement in accordance with its terms and conditions. None of the representations and warranties made by the parties survive the Closing.

Covenants of the Parties

The Business Combination Agreement includes customary covenants of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, as well as certain customary covenants, such as confidentiality and publicity, that will continue after the termination of the Business Combination Agreement.

The Business Combination Agreement and the consummation of the transactions contemplated thereby are required to be approved by Western’s and Cycurion’s respective stockholders.

Western and Cycurion also agreed not to solicit or enter into any alternative competing transactions during the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Closing.

Conditions to Consummation of the Business Combination

The obligations of the parties to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) no provisions of any applicable law and no order shall restrain or prohibit or impose any condition on the consummation of the transactions contemplated by the Business Combination Agreement, (ii) there shall not be any action brought by any authority to enjoin or otherwise restrict the consummation of the Closing, (iii) the approval of Cycurion’s stockholders shall have been obtained, and (iv) the approval of Western’s stockholders shall have been obtained.

In addition, unless waived by Western, the obligations of Western and the Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

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Cycurion shall have duly performed or complied with, in all material respects, all of its obligations under the Business Combination Agreement required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Cycurion at or prior to the Closing Date.

●

The representations and warranties of Cycurion contained in the Business Combination Agreement (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect), other than the Company Fundamental Representations (as defined therein), shall be true and correct in all respects as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), except, in each case, for any failure of such representations and warranties (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) to be so true and correct that would not in the aggregate have or reasonably be expected to have a Material Adverse Effect in respect of Cycurion.

●

The Company Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies.

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There shall not have occurred any Effect in respect of Cycurion, that individually, or together with any other Effect, has had or would reasonably be expected to have a Material Adverse Effect in respect of Cycurion.

●

The period for exercising appraisal rights pursuant to Section 262 of the DGCL shall have lapsed and not more than five percent (5%) of the issued and outstanding shares of Cycurion’s common stock (including shares of Cycurion’s common stock issuable upon conversion of Cycurion’s preferred stock) shall constitute Dissenting Shares.

Unless waived by Cycurion, the obligations of Cycurion to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries:

●

Western and Merger Sub shall each have duly performed or complied with, in all material respects, all of its respective obligations under the Business Combination Agreement required to be performed or complied with (without giving effect to any materiality or similar qualifiers contained therein) by Parent or Merger Sub, as applicable, at or prior to the Closing Date.

●

The representations and warranties of Western and Merger Sub contained in the Business Combination Agreement (disregarding all qualifications contained therein relating to materiality or Material Adverse Effect), other than the Parent Fundamental Representations (as defined therein), shall be true and correct as of the Closing Date, as if made at and as of such date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct at and as of such earlier date), except for any failure of such representations and warranties which would not in the aggregate reasonably be expected to have a Material Adverse Effect in respect of Parent or Merger Sub and their ability to consummate the transactions contemplated by the Business Combination Agreement and the Additional Agreements.

●

The Parent Fundamental Representations (disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect) shall be true and correct in all respects at and as of the Closing Date, as if made as of such date (except to the extent that any such representation and warranty is expressly made as of a specific date, in which case such representation and warranty shall be true and correct at and as of such specific date), other than de minimis inaccuracies.

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There shall not have occurred any Effect in respect of Western or Merger Sub, that individually, or together with any other Effect, has had or would reasonably be expected to have a Material Adverse Effect in respect of Western or Merger Sub.

●

The Proposed Charter shall have been filed with, and declared effective by, the Delaware Secretary of State.

Termination

The Business Combination Agreement may be terminated with the mutual written consent of Western and Cycurion. In addition, the Business Combination Agreement may be terminated, by either Western or Cycurion, under certain customary and limited circumstances prior to the Closing, including:

●

if the Closing has not occurred on or prior to December 31, 2023 (the “Outside Closing Date”); or

●

In the event an Authority shall have issued an Order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which Order is final and non-appealable.

In addition, Western may terminate the Business Combination Agreement by written notice to Cycurion if (i) Cycurion shall have breached any representation, warranty, agreement or covenant contained in the Business Combination Agreement to be performed by Cycurion on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the pre-closing conditions impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Cycurion of a written notice from Western describing in reasonable detail the nature of such breach. Cycurion may terminate the Business Combination Agreement by written notice to Western if (i) Western shall have breached any representation, warranty, agreement or covenant contained in the Business Combination Agreement to be performed by Western on or prior to the Closing Date, which has rendered or would reasonably be expected to render the satisfaction of any of the pre-closing conditions impossible; and (ii) such breach cannot be cured or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Western of a written notice from Cycurion describing in reasonable detail the nature of such breach.

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If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement will terminate and will be of no further force and effect (except that certain obligations related to public announcements, confidentiality, termination, waiver of claims against the Trust Account, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto except for liability for any willful breach by a party of its covenants and agreements under the Business Combination Agreement or fraud, intentional misrepresentation or willful misconduct.

The section above describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The foregoing summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A hereto, which is incorporated herein by reference.

Related Agreements

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor and Western’s directors and officers (the “Insiders”) entered into a support agreement (the “Sponsor Support Agreement”) with Western and Cycurion, pursuant to which the Sponsor and the Insiders agreed, among other things, to vote all Covered Shares (as defined in the Sponsor Support Agreement), in favor of the Business Combination, against a business combination not relating to the Business Combination, against any change in the business, management and Western board of directors, other than in connection with the Business Combination and against any adjournment proposal, except as permitted pursuant to the Sponsor Support Agreement. In addition, Western, the Sponsor and the Insiders agreed that the Lock-Up Securities (as defined in the Sponsor Support Agreement) shall not be transferred for twelve (12) months following the Closing Date. As of October 28, 2023, the Sponsor owns 70.3% of Western’s issued and outstanding shares of Common Stock.

Company Support Agreement

Lock-Up Agreements

In connection with the execution of the Business Combination Agreement, the Cycurion Key Stockholders also entered into Lock-Up Agreements with Western pursuant to which the Cycurion Key Stockholders agreed, among other things, that the Lock-up Shares (as defined in the Lock-Up Agreements) shall not be transferred for twelve (12) months following the Closing Date, subject to certain exceptions.

Background of the Business Combination

Promptly after the closing of the Western IPO on January 11^th, 2022, the officers and directors of Western commenced the process of identifying potential business combination targets. In addition, Western was contacted by a number of individuals and entities with respect to business combination opportunities.

On January 11th, 2022, we executed a financial advisory agreement with A.G.P. LLC (“A.G.P.”) to act as a non-exclusive advisor in connection with Western effecting a Business Combination, including assistance with structuring and negotiating a definitive purchase agreement; to the extent legally permissible, arranging meetings with stockholders of the Company; introductions to potential investors; and assistance with financial analysis, presentations, press releases and filings related to a Business

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Combination Western reviewed over 30 candidates in a variety of different industries, and executed nondisclosure agreements with 16 potential business combination targets. Western submitted non-binding letters of intent to 4 prospective targets, and formally pursued a merger with 2 of those targets, including Cycurion. No discussions regarding a potential business combination with any candidates were held prior to Western’s IPO. The following highlights certain specific target explorations and activities, but is not intended to be a complete list of all opportunities initially evaluated or explored or discussions held by Western:

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Target 1: In February 2022, Western was introduced to Target 1, an international carrier of choice for small to medium-sized business, by individuals with professional relationships with our executive team. A number of conversations were held between Western and Target 1 over the next month, during which Western and A.G.P. reviewed Target 1’s business operations, financial information, business strategy, and corporate finance plans. Western submitted a preliminary non-binding letter of intent to Target 1, but Western and Target 1 failed to reach an agreement regarding the terms of the letter of intent (“LOI”). Key points of disagreement included valuation, target company desire for a cash payout upon close of the merger, and future operational focus. As a result, the parties terminated discussions in March 2022.

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Target 2: In February 2022, Western was introduced to Target 2, a leading national commercial solar developer with over 300MWs of solar experience working with local communities and businesses on value-added solar and solar plus storage solutions. A number of conversations were held between Western and Target 1 over the next month, during which Western and A.G.P. reviewed Target 2’s business operations, financial information, business strategy, and corporate finance plans. Western submitted a preliminary non-binding letter of intent to Target 1, but Western and Target 2 failed to reach an agreement regarding the terms of the letter of intent (“LOI”). Key points of disagreement included valuation, cash needed upon closing to run the business, and future operational focus. As a result, the parties terminated discussions in March 2022.

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Target 3: In January 2022, Western was introduced to Target 3, a leading vertically integrated asset management firm whose primary goal is to enhance the wealth of investors seeking to make investments in middle market assets. A number of conversations were held between Western and Target 3 over the next three months, during which Western performed multiple site visits and in-person meetings with key board members and managers, reviewed Target 3’s business operations, financial information, business strategy, and corporate finance plans. Western and the target signed a preliminary non-binding letter of intent with Target 3, hired third party advisors and held weekly all-hands calls between both sides as they negotiated the business combination agreement, but Western and Target 3 failed to reach an agreement regarding the terms of the business combination agreement (“BCA”). Rising interest rates were a key factor the target company’s board decision to not pursue taking the company public. Other key points of disagreement included future operational focus and a proposed dual-class voting structure. As a result, the parties terminated discussions in May 2022.

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Target 4: In May 2022, Western was introduced to Target 4, an early-stage manufacturer of all-electric, lightweight commercial utility vehicles. A number of conversations were held between Western and Target 4 over the next month, during which Western reviewed Target 4’s business operations, financial information, business strategy, and corporate finance plans. Western’s CEO, Stephen Christoffersen and Board Member, Ade Okunubi performed a site visit but ultimately failed to reach an agreement on the terms of a business combination. Key points of disagreement included valuation, cash needed upon closing to run the business, and future operational focus. As a result, the parties terminated discussions in June 2022.

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Target 5: In June 2022, Western was introduced to Target 5, a robotics solution for security, delivery, and mobility applications. A number of conversations were held between Western and Target 5 over the next month, during which Western and A.G.P. reviewed Target 5’s business operations, financial information, business strategy, and corporate finance plans. Western and Target 5 ultimately failed to reach an agreement on the terms of a business combination. Key points of disagreement included valuation, cash needed upon closing to run the business, and future operational focus. As a result, the parties terminated discussions in July 2022.

On February 17, one of Western Acquisition’s sponsor investors introduced Stephen Christoffersen to an investor in Cycurion via email. The investor in Cycurion introduced Emmit McHenry, CEO of Cycurion, Alvin McCoy, Chief Financial Officer, and Gerry Czarnecki, then a Board Member of Cycurion via email.

On February 24, the teams at both Cycurion and Western Acquisition held an introductory call with representatives from Western, A.G.P. and certain members of the Western Acquisition Sponsor LLC with the principals of Cycurion, including Emmit McHenry and Alvin McCoy, during which the parties discussed the potential benefits to Cycurion of a SPAC merger with Western. During this call, the principals of Cycurion informed Western that they were in the process of pursuing an initial public offering, and had already filed an S-1 with the Securities and Exchange Commission. Western informed the Cycurion team that it was currently in the middle of

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discussions with other targets and would update the Cycurion team if they elected to move forward. The Western team sent the Cycurion team a Non-Disclosure Agreement and agreed to keep talks open. The Cycurion team sent over an investor presentation and summary level financial data. Cycurion informed the Western team that their 2021 audited financials were in the process of being completed.

On March 5, Western signed an LOI with Target 3.

On March 7,Western receives signed NDA back from the Cycurion.

On March 8,Western notified the Cycurion team their intention to pursue another opportunity for a SPAC merger. Cycurion informed the Western team that their 2021 audited financials were in the process of being completed. Both sides agreed to keep in touch every couple weeks.

On May 19, Western and Target 3 terminated negotiations with the business combination agreement. Key points of disagreement included valuation, cash needed upon closing to run the business, and future operational focus.

On May 20,Stephen Christoffersen reaches out to Cycurion’s CFO to continue merger discussions. The two scheduled a call for May 24, 2022

Between May 24 and June 14, Western exchanged a number of emails and phone calls with Cycurion, in which the parties discussed a variety of topics such as the structure of the Western SPAC, including explanations of the terms and characteristics of the outstanding public and private Western warrants, the nature of the redemption rights of SPAC IPO investors, and the mechanics and timing of a potential business combination.

On June 29, Western and the A.G.P. team had a call with Cycurion’s CFO and investors in Cycurion to discuss deal terms, structure, minimum cash requirements, and timing around discussions with Cycurion board members. Western team sent Cycurion team an initial due diligence request list related to historical audited financials, forecasted income statement and balance sheet, merger and acquisition strategy, R&D strategy, IP detail, organizational chart, product pipeline and current capitalization table. Our CEO, Stephen Christoffersen, requested a copy of Cycurion’s existing S-1 to be uploaded in the data room.

On July 5th, Cycurion’s CFO notified our CEO that information from Western’s initial due diligence request list will be uploaded to the data room later that week.

On July 7, Cycurion granted the Western team including Western’s board members access to the data room Cycurion had maintain as part of their S-1 filing. On July 8, our CEO advised Cycurion’s CFO that our team was putting together a term sheet and would transmit it the following week.

On July 12, A.G.P. sent Cycurion an initial term sheet for consideration of 10,000,000 shares of our common stock, two board seats, and $5,175,000 in deferred underwriting fees. The Cycurion team deliberated internally for the next few weeks and our CEO and Cycurion’s CFO remained in touch as internal discussions on each respective side continued.

On July 27, Cycurion sent a redlined term sheet back to us proposing consideration of 12,000,000 shares and zero board seats.

On July 28, the Western team discussed the revised LOI internally along with A.G.P. and Numan Siddiqi and Asim Grabowski-Shaikh, their legal team at BakerHostetler.

On July 29, our CEO and Cycurion’s CFO discussed the key points of the redline and agreed that total consideration should be 11,000,000 shares of our common stock with an additional board seat.

On July 30, our CEO sent a redline version of the term sheet back to Cycurion’s CFO, encompassing the revised terms of 11,000,000 shares of our common stock and one board seat.

On August 1, the Western team held a board meeting to update our Board on the status of the negotiations.

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On August 2, Cycurion’s CFO called our CEO to advise him that one of Cycurion’s small M&A targets, which was going to merge as part of the SPAC merger, did not then have audited financial statements but had reviewed financial statements and that the target was the process of completing its audits.

On August 15, after discussing with A.G.P. and advisers, Cycurion determined that it made sense to postpone the acquisition of the target company until after the SPAC merger with Western. Accordingly, the number of shares to be issued in the proposed SPAC transaction was reduced to 9,500,000 shares of our common stock. Our CEO updated our Board and obtained approval to move forward with a non-binding term sheet.

On August 16, the Western team sent Cycurion a more robust due diligence request list with over 300 items, including questions and document requests. Cycurion’s CFO agreed to start assembling the additional data and populating the data room.

Between August 17 and September 8, Western exchanged a number of emails and phone calls with Cycurion, in which the parties discussed a variety of topics such as the cap table, including explanations of the terms and characteristics of Cycurion’s previous funding rounds and the mechanics and timing of a potential business combination.

On September 8, Cycurion’s CFO sent our CEO a revised term sheet consisting of the issuance of 9,500,000 shares of our common stock and $6,000,000 minimum cash requirement and one board seat. Our CEO discussed internally with our CFO and BakerHostetler, our outside counsel.

On September 10, Cycurion and we executed a non-binding letter of intent (“LOI”) for a business combination.

On September 12, our CEO contacted A.G.P. for a referral of a cyber security expert to enlist in help with due diligence. A.G.P. introduces the Western team to Dr. Paul Kearney. Dr. Kearney is Managing Director of Northcliffe Cybersecurity Research Ltd and Professor of Cybersecurity at Birmingham City University (BCU) in the UK. He is an experienced cybersecurity professional, having worked in the field for over 20 years, and is a full member of the Chartered Institute of Information Security. After obtaining BSc and PhD degrees in theoretical physics from Liverpool and Durham Universities, respectively, he performed a variety of R&D roles for British Aerospace (10 years), Sharp (7 years), and British Telecom (20 years), where he served as Chief Security Researcher. On retiring from British Telecom in 2017, Paul expanded an existing part-time professorial position at BCU to 50%, leaving time to explore other complementary opportunities: he has a position on the advisory board of METCLOUD, a provider of managed cloud and cybersecurity services, regularly serves as an expert reviewer for the Horizon Europe and CELTIC-Next research programs, and, pre-pandemic, was a Visiting Scholar at EBTIC, Khalifa University, Abu Dhabi. He is also an active contributor to working groups of the IoT Security Foundation.

On September 12, A.G.P. generated the working group list for both Western and Cycurion for the transaction.

On September 22, we enlisted the assistance of J.P. Galda & Co. as lead outside counsel to assist with drafting the business combination agreement and the Registration Statement on Form S-4.

On September 23, Dr. Kearney sent his engagement letter to cover the following scope of services with respect to due diligence with Cycurion provided by Northcliffe Cybersecurity Research Ltd (“Service Provider”). Northcliffe Cybersecurity Research undertook to provide the Client with an assessment from a technical perspective of Cycurion. The work was to consist of:

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Desk-based research using open sources

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Study of confidential documents provided by Cycurion

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Q&A with the Cycurion staff

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Discussions with the Client’s board of directors

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Preparation of the assessment report

The report was to summarize relevant aspects of the cybersecurity landscape (including demand, technical and business trends, and solutions available and in development), situate Cycurion’s technology and services within that landscape, assess the credibility of their talent and solution suite to compete effectively in the industry, and evaluate their R&D/M&A strategy.

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On September 23, the Cycurion and Western teams had a kick-off call with both teams’ respective Board Members, auditors, and legal counsel. The topics of discussion included timeline for due diligence, drafting of the business combination agreement, and submission of the S-4.

On September 30, 2022 the Western team engaged ValueScope to provide a fairness opinion on the transaction. ValueScope is a team of experienced valuation experts, whose team consists of members with their Chartered Financial Analyst and PhD designations.

On October 5, certain of our Board members, including Robin Smith, Ade Okunubi, Bill Lischak, and Stephen Christoffersen and the team at A.G.P. had a call with Cycurion’s CFO and Cycurion’s President to discuss Cycurion’s business overview and current and forecasted financials.

On October 19, the Western team received a fairness opinion draft from ValueScope with the estimate of the fair market value of Cycurion of between $96 million and $116 million, which indicated that the total consideration paid for Cycurion by Western would be fair to its stockholders from a financial point of view. ValueScope relied on the following information, but were not necessarily limited to, the following procedures:

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A review of Cycurion’s audited financial statements for the years ended December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021

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A review of Cycurion’s reviewed (unaudited) financial statements for the six months ended June 30, 2022 and June 30, 2021

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A review of Cycurion’s unaudited consolidated financial statements for the nine months ended September 30, 2021

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A review of financial projections for 2023 through 2028, provided by Cycurion’s management

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A review of the draft of the Non-Binding Confidential Term Sheet summarizing the principal terms and conditions of the proposed transaction between Western and Cycurion, signed by Stephen Christoffersen our CEO as of September 9, 2022

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A review of Cycurion’s Pre-effective Registration Statement on Form S-1

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A review of the term sheet between Cycurion and HoneyTek Systems, a Canadian corporation, effective as of June 15, 2022

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A review of the asset purchase agreement between Cycurion and Sabres Security Ltd., dated as of August 17, 2021

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Two interviews with Cycurion’s CFO, including detailed discussions regarding Cycurion’s history, business segments, and financial projections

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A review of information relating to Cycurion’s industry and similar companies

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A review of pricing data of comparable guideline companies and industry transactions existing as of the Valuation Date

Between October 19 and November 2, 2022, representatives of Western, Cycurion, J.P. Galda & Co and Clark Hill LLP held multiple calls to review and revise certain legal and structural components of the merger agreement. During this period, Western’s and Cycurion’s respective counsel exchanged drafts of the merger agreement and other ancillary documents.

On November 1st, 2022 Dr. Kearney sent to us his final report. The report described the results of an assessment from a technical perspective of Cycurion conducted by Northcliffe Cybersecurity Research Ltd for us to support our due diligence. It focused on the cybersecurity aspects of Cycurion’s business and, in particular, on its new Arx cybersecurity platform. The assessment was based on desk research using open sources, confidential documents provided by Cycurion, and conversations with Cycurion executives. It concluded that Cycurion appeared to be a sound company (i) with a solid and growing base that provided cybersecurity professional services to the US government and defense sector, (ii) that was expanding its managed IT and cybersecurity services, and (iii) had established an Innovation arm to develop and support a proprietary web application security platform. The result should be a good balance between professional services, managed services, and software, with strong potential for synergies. The cybersecurity market was expected to continue to grow rapidly for the foreseeable future and continuous innovation will be required to keep pace with evolving and escalating threats, new technologies such as AI/ML, and new deployment models and business practices. This would

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create opportunities that could be grasped and exploited by agile companies to grow rapidly. In this context, Cycurion’s revenue growth projections were realistic aspirations. The Web Application and API Protection (WAAP) sector targeted by the Cycurion Arx Security Platform was growing particularly strongly. It is highly competitive, however, with a mixture of large established vendors evolving aging code bases, and newer entrants using more contemporary technologies and architectures. Arx falls into the latter category, but will need sustained R&D investment to differentiate itself from its contemporaries and establish and maintain a competitive edge.

On November 2, our board of directors held a board meeting to review the substantially final version of the initial Business Combination Agreement with Cycurion. At the meeting, the transaction was unanimously approved by our directors, subject to any final negotiations and modifications, and our board determined to recommend the approval of the merger agreement to our stockholders.

On November 22, 2022, the execution of the merger agreement by Western and Cycurion was announced to the public, and on November 23, 2022, Western filed a Current Report on Form 8-K relating to the execution of the merger agreement and related matters.

Subsequent to the execution of the Business Combination Agreement, the parties worked together to prepare the Registration Statement on Form S-4 (the “S-4”), of which this proxy statement/prospectus is a part, with the Cycurion management team putting together the financial and other information required to be presented therein, as well as continuing to operate the Cycurion business. The S-4 was filed initially in February 2023; however, subsequent to such filing and continuing during the nine months following, Cycurion’s cash requirements were beyond those that were available to it from operations. In addition, members of the Western management team worked closely with Cycurion’s management team to assess the business and members of the Sponsor group, as well as original investor group investing an aggregate of $2 million in Cycurion. Throughout this period, members of the management teams of Cycurion and Western, together with legal and financial advisors, met by conference call at least weekly.

In early September 2023, the interim financing rounds for Cycurion were completed, with Cycurion lending Western $200,000 to provide working capital necessary for Western to complete the regulatory and other steps necessary to complete the Business Combination.

During the two weeks preceding October 23, 2023, the parties exchanged drafts of the Amended and Restated Business Combination Agreement, necessitated by the passage of time and the effects of the interim financing measures. On October 23, 2023, the Board met to approve the Amended and Restated Business Combination Agreement. On October ___, 2023, the parties amended and restated the business combination agreement essentially to update the representations and warranties and to provide for the omnibus exchange agreement whereby the holders of the Series A, B, C and D preferred stock of Cycurion agree to exchange those shares for equivalent Series A, B, C and D preferred stock of New Cycurion.

The Western Board’s Reasons for the Approval of the Business Combination

Western’s objectives, stated in its IPO prospectus, were to generate attractive returns for stockholders and enhance value through (1) completing our initial business combination with a high-quality merger target at an attractive valuation with favorable terms for our stockholders and (2) enhancing operational performance through our team’s experience and by leveraging our expertise and the expertise of our network. We expect to favor potential target companies with certain industry and business characteristics. Key favorable industry characteristics we look for include, but are not limited to, compelling long-term growth prospects, strong secular tailwinds, and highly fragmented markets ripe for consolidation opportunities. We expect our target to possess certain business characteristics such as a leading market position, significant recurring revenue with a diversified customer base, opportunity for operational improvement, and a healthy margin profile with attractive free cash flow characteristics. As we consider specific sectors of focus, we will be guided by three key factors. First, our significant industry and operational expertise. Second, the long-term impact of the COVID-19 pandemic as an accelerant of business practices and industry changes. Finally, targeting merger candidates where conditions allow us to influence sufficiently the outcome to produce attractive economic rewards for our stockholders and stakeholders. Our target sectors may include but are 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 will leverage 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 should provide us with a number of high-quality initial business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the

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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.

In evaluating the Business Combination, our Board reviewed a number of materials, including the transaction documentation, certain due diligence summary materials prepared by our management and advisors, investor presentations, and various industry and financial data and consulted with Western’s management, legal, financial, and other advisors. The advisors had full access to all of the materials provided to Western and advised the board of directors on the opportunity and risks of the Business Combination.

In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, Western’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision to approve the Business Combination. Western’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the our Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

The officers and directors of Western have substantial experience in evaluating the operating and financial merits of companies within the cybersecurity sector and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, in connection with the initial approval of the Business Combination in November 2022, Western’s Board retained ValueScope to provide a valuation and fairness opinion.

In evaluating the Business Combination, Western’s board of directors considered the criteria and guidelines to evaluate prospective business opportunities set by the Western’s management team in the Western IPO prospectus and has determined that Cycurion materially meets many of these criteria. Specifically, the Western’s board of directors noted, among others, that:

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Established Business. Cycurion is an established business, with established products, client base, and revenue stream.

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Business with Growth Potential. Cycurion has a range of new products providing significant growth potential.

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Technology Leadership. Cycurion has technology leadership in cyber security field. The team’s competence was further confirmed in interviews conducted by the cyber security consultant, commissioned by Western as part of the due diligence.

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Loyal Client Base. Cycurion has good relations with a loyal client base.

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Strong Potential for M&A. Cycurion has a strong potential for M&A with the prospect of helping to drive new cyber security solutions, customer acquisition, top line growth and adjusted EBITDA.

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Redemption rights. If the Business Combination closes, holders of Western common stock may have all or any portion of their shares redeemed for cash, regardless of whether they vote for or against the Business Combination Proposal. This redemption option will allow each holder of Western common stock to choose whether or not to invest in Cycurion. If the Business Combination fails to close, this redemption option will not be available until Western finds and closes an alternative transaction in the future, which could take substantial time and may never occur. Given the state of the market, there are a more limited number of targets available for special purpose acquisition companies (each, a “SPAC”), and it will be more difficult for Western to identify and close an alternative transaction

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Macroeconomic Risks and Uncertainty. Macroeconomic and geo-political risks could prohibit Cycurion from achieving the full benefits of the proposed Business Combination.

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Fees and expenses. The legal, accounting, advisory and compliance expenses associated with completing the Business Combination may exceed Cycurion’s expectations.

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Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the Western’s control.

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In addition to considering the factors described above, Western’s board of directors also considered other factors including, without limitation:

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Interests of Certain Persons. Some officers and directors of Western and A.G.P. may have interests in the Business Combination. See the section titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” beginning on page [●] of this proxy statement/prospectus; and

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Other Risks. Various other risks associated with Cycurion’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

On October 23, 2023, our Board met again to consider the Amended and Restated Business Combination Agreement. They reviewed with management and counsel the terms of the Amended and Restated Business Combination Agreement, including the terms of the subsequent financings in Cycurion, which increased the total number of shares and, in the case of the Cycurion Preferred Stock, the additional terms including the conversion prices and dividend coupons provided therein. The directors also discussed the terms of the lock-up and leak out agreements which ensured, to the extent provided in such agreements, that the investors (including members of the Sponsor Group) in the subsequent financings were longer-term investors committed to the success of New Cycurion.

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The directors also discussed the effect of the substantial redemptions on Western’s shares of Common Stock in connection with the extension proposals, which made Western less valuable to Cycurion. The Board acknowledged that it could no longer rely on the fairness opinion of ValueScope due to the age of the financial statements of Cycurion on which ValueScope relied, subsequent developments in Cycurion’s business, and the effect of the subsequent financing transactions. The Board proceeded without obtaining a new fairness opinion because of their experience in evaluating business combinations, the cost and delay of obtaining a new fairness opinion, the reduced stockholder base based upon the substantial redemptions, and the significant familiarity with Cycurion that had been developed over the period subsequent to the initial Business Combination Agreement.

Interests of Western’s Directors and Officers in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination Proposal and the Charter Proposals, stockholders should keep in mind that the Sponsor and our directors and executive officers have interests in such proposals that are different from, or in addition to, those of our stockholders generally. In particular:

If the Business Combination with Cycurion or another business combination is not consummated by December 31, 2023, Western will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and board of directors, dissolving and liquidating. In such event, the 2,875,000 Founder Shares held by the Sponsor and A.G.P. which were acquired for an aggregate purchase price of $25,000 prior to the Western IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares.

The Sponsor purchased an aggregate of 376,000 private placement units from Western for $10.00 per unit. This purchase took place on a private placement basis simultaneously with the consummation of the Western IPO. Nearly all of the proceeds Western received from these purchases were used to fund the process of securing a business combination or the Trust Account. The private placement units are each composed of one share of Western common stock and one Western warrant. The shares of Western common stock and Western warrants underlying the private placement units will become worthless if Western does not consummate a business combination by December 31, 2023.

In the event that a business combination is not effected, the Sponsor and A.G.P. will not be entitled to any reimbursement of funds invested in Western. In total, the Sponsor has invested $3,785,000 for securities that would be worthless absent the completion of a business combination.

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Stephen Christoffersen, Western’s CEO will be a member of the board of directors of Cycurion following the closing of the Business Combination and, therefore, in the future Mr. Christoffersen will receive any cash fees, stock options, or stock awards that Cycurion’s board of directors determines to pay to its non-executive directors.

Recommendation of the Western Board

Satisfaction of 80% Test

After consideration of the factors identified and discussed in the section above titled “The Business Combination Proposal — The Western Board’s Reasons for the Approval of the Business Combination,” Western’s board of directors concluded that the Business Combination met materially met the requirements disclosed in the prospectus for its initial public offering with respect to Western’s initial business combination, including that the Business Combination had a fair market value of at least 80% of the balance of the funds in the Trust Account at the time of execution of the Business Combination Agreement.

Accounting Treatment of the Business Combination

Interests of Western’s Directors and Officers in the Business Combination

In considering the recommendation of Western’s board of directors to vote in favor of the Business Combination Proposal and the Charter Proposals, stockholders should keep in mind that the Sponsor, A.G.P. and Western’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Western’s stockholders generally. In particular:

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placement units are each composed of one share of Western common stock and one Western warrant. The shares of Western common stock and Western warrants underlying the private placement units will become worthless if Western does not consummate a business combination by December 31, 2023.

Name; Headquarters

The name of the post-Business Combination company will be Cycurion, Inc., and its headquarters will be located at 1749 Old Meadow Road, Suite 500, McLean, Virginia 22102.

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Material U.S. Federal Income Tax Considerations of the Redemption

All holders of Cycurion common stock are urged to consult their tax advisors with respect to the tax consequences of the Business Combination in their particular circumstances, including tax return reporting requirements, the applicability and effect of the alternative minimum tax, any federal tax laws other than those pertaining to income tax (including estate and gift tax laws), and any state, local, foreign or other tax laws.

Vote Required for Approval

This Business Combination Proposal (and consequently, the Amended and Restated Business Combination Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if the holders of at least a majority of the outstanding shares of Western common stock vote “FOR” the Charter Amendment Proposal and each of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal and the Equity Incentive Plan Proposal are approved at the Special Meeting. Failure to vote by proxy or to vote online at the Special Meeting or an abstention from voting will have no effect on the outcome of the vote on the Business Combination Proposal.

As of the Record Date, Western’s Sponsor and A.G.P. have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination. As a result of their ownership of Western common stock, each of the Proposals will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board

THE MEMBERS OF OUR BOARD UNANIMOUSLY RECOMMEND THAT OUR STOCKHOLDERS
VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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PROPOSAL 2 — THE NASDAQ PROPOSAL

Overview

Assuming the Business Combination Proposal is approved, our stockholders are also being asked to approve to, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 9,500,000 shares of Common Stock in connection with the Business Combination.

Why Western Needs Stockholder Approval

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for such securities); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, the Merger Consideration Shares to be issued in connection with the Business Combination Agreement will exceed 20% or more of the outstanding Western common stock and 20% or more of the voting power, in each case outstanding before the issuance of such shares in connection with the Business Combination.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitute a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single invested or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Under Nasdaq Rule 5635(b), the issuance of the Merger Consideration Shares will result in a “change of control” of Western.

As a result of the forgoing, Western is required to obtain stockholder approval pursuant to Nasdaq Listing Rule 5635.

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, up to an aggregate of 9,500,000 shares of Common Stock may be issued in connection with the Business Combination.

The issuance of the shares of Common Stock described above would result in significant dilution to our stockholders, and result in our stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of Western.

Vote Required for Approval

If the Nasdaq Proposal not approved, the Business Combination will not occur. The approval of the Nasdaq Proposal will require the affirmative vote of the holders of a majority of the votes cast by the stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting.

As of the Record Date, Western’s Sponsor and A.G.P. have agreed to vote any shares of Common Stock owned by them in favor of the NASDAQ Proposal. As a result of their ownership of Western common stock, each of the Proposals will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board

THE MEMBERS OF THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

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PROPOSAL 3 — THE CHARTER AMENDMENT PROPOSAL

In connection with the Business Combination, Western is asking its stockholders to approve the adoption of the Proposed Charter, in the form attached hereto as Annex B. If the Business Combination and the Charter Proposal are approved, the Proposed Charter would replace the Current Charter.

Comparison of Current Charter to Proposed Charter

The following is a summary of the key changes effected by the Proposed Charter relative to the Current Charter, as well as the Western Board’s reasons for approval of the Charter Amendment Proposal. This summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is included as Annex B.

●

Change the post-Business Combination company’s name to Cycurion, Inc. Currently, Western’s name is Western Acquisition Ventures Corp. If the Charter Proposal is approved, Western’s name will be changed to Cycurion, Inc. Our board of directors believes the name of the post-Business Combination company should more closely align with the name of the post-Business Combination operating business and therefore has proposed this name change.

●

Increase the total number of authorized shares of Common Stock from 50 million to 100 million and the number of authorized shares of Preferred Stock from one million to 20 million. Our Current Charter authorizes the issuance of 50 million shares of Common Stock and 1 million shares of Preferred Stock. The Proposed Charter authorizes the issuance of 100 million shares of Western common stock and 20 million shares of Preferred Stock. The Proposed Charter provides adequate authorized capital and flexibility for future issuances of common stock if determined by The New Cycurion Board to be in the best interests of the post-Business Combination company, without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance.

●

Provide that stockholders may not take action by written consent. The Current Charter is silent on whether stockholders may take action by written consent in lieu of taking action at a meeting of stockholders. The Proposed Charter instead prohibits stockholder action by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent of stockholders without a meeting. Our board of directors believes that prohibiting stockholder action by written consent is a prudent corporate governance measure to reduce the possibility that a block of stockholders could take corporate actions without the benefit of a stockholder meeting to consider important corporate issues.

●

Removal of blank check company provisions. Our board of directors has determined that it is in the best interest of Western to eliminate provisions of our Current Charter that are specific to our status as a blank check company. Removal of these provisions is desirable because these provisions will serve no purpose following consummation of the Business Combination, and many of these provisions cease to apply upon the consummation of Western’s initial business combination. For example, these proposed amendments remove the prohibition on Western entering into an initial Business Combination with another blank check company or a similar company with nominal operations. In addition, certain other provisions in our Current Charter require that proceeds from Western’s initial public offering be held in the Trust Account until a business combination or liquidation of merger has occurred.

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Vote Required for Approval

This Charter Amendment Proposal will be approved and adopted in its entirety only if the holders of at least a majority of the outstanding shares of Western common stock vote “FOR” Charter Amendment Proposal. Failure to vote by proxy or to vote in person at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

As of the Record Date, Western’s Sponsor and A.G.P. have agreed to vote any shares of Common Stock owned by them in favor of the Charter Amendment Proposal. As a result of their ownership of Western common stock, the Charter Amendment Proposal will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER AMENDMENT PROPOSAL.

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PROPOSAL 4 — THE ADVISORY CHARTER PROPOSALS

In connection with the Business Combination, Western is asking its stockholders to vote upon, on a non-binding advisory basis, proposals to approve certain governance provisions contained in the Proposed Charter. This separate vote is not otherwise required by Delaware law separate and apart from the Charter Amendment Proposal but, pursuant to SEC guidance, Western is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on Western or the Board (separate and apart from the approval of the Charter Amendment Proposal). In the judgment of the Board, these provisions are necessary to adequately address the needs of the Combined Entity. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Charter Amendment Proposal).

Advisory Charter Proposals

Advisory Charter Proposal	Current Charter	Proposed Charter
Advisory Charter Proposal A — Name	Western Acquisition Inc.	Cycurion, Inc.

Advisory Charter Proposal B — Changes in Capital Stock	The Current Charter authorizes 50,000,000 shares of Common Stock and 1,000,000 shares of preferred stock.	The Proposed Charter authorizes 100,000,000 shares of Common Stock and 20,000,000 shares of preferred stock.

Advisory Charter Proposal C — No Action by Written Consent	The Current Charter is silent on stockholder action by written consent in lieu of a meeting.	The Proposed Charter prohibits stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent.

Advisory Charter Proposal D — Removal of Blank Check Company/Special Purpose Acquisition Corporation Provisions	The Current Charter sets forth various provisions related to its operations as a blank check company/special purpose acquisition corporation prior to the consummation of an initial business combination.	The Proposed Charter does not include these blank check company/special purpose acquisition corporation provisions.

Reasons for the Advisory Charter Proposals

In the judgment of the Board, the Charter Amendment Proposal is desirable for the following reasons:

●

the name of the new public entity is desirable to reflect the Business Combination with Cycurion and the combined business going forward;

●

the greater number of authorized shares of capital stock is desirable for Western to have sufficient shares to issue the Merger Consideration Shares in the Business Combination and have enough additional authorized shares for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits and to issue upon exercise of the Warrants and of equity grants currently outstanding or made under the Equity Incentive Plan (assuming it is approved at the Special Meeting);

●

prohibiting stockholder action by written consent is a prudent corporate governance measure to reduce the possibility that a block of stockholders could take corporate actions without the benefit

●

of a stockholder meeting to consider important corporate issues;

●

it is desirable to delete the provisions that relate to the operation of Western as a blank check company prior to the consummation of the initial business combination because they would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated within a certain period of time).

Notwithstanding the foregoing, certain of the Proposed Charter amendments may make it more difficult or discourage an attempt to obtain control of New Cycurion and thereby protect continuity of or entrench New Cycurion’s management, which may adversely

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affect the market price of New Cycurion’s securities. If, in the due exercise of its fiduciary obligations, for example, the Board were to determine that a takeover proposal was not in the best interests of New Cycurion, authorized but unissued preferred stock could be issued by the Board without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquiror or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable New Cycurion to have the flexibility to authorize the issuance of shares in the future for financing its business, acquiring other businesses, forming strategic partnerships and alliances and stock dividends and stock splits. Western currently has no such plans, proposals or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

Vote Required for Approval

Approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of a majority of the votes cast by Western stockholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions and broker non-votes have no effect on the outcome of the Advisory Charter Proposals.

As of the Record Date, Western’s Sponsor and A.G.P. have agreed to vote any shares of Common Stock owned by them in favor of the Advisor Charter Proposals. As a result of their ownership of Western common stock, each of the Proposals will be approved without regard to the vote of the Public Stockholders.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” ADOPTION OF EACH OF THE ADVISORY CHARTER PROPOSALS.

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PROPOSAL 5 — THE DIRECTORS PROPOSAL

Election of Directors

At the Special Meeting, it is proposed that [●] directors will be elected to be the directors of New Cycurion upon consummation of the Business Combination. It is proposed that New Cycurion’s board consist of the following directors: Emmit McHenry, L. Kevin Kelly, Alvin McCoy, III, Kurt McHenry, and Stephen Christoffersen. Information regarding each nominee is set forth in the section titled “Management of New Cycurion Following the Business Combination.”

Information regarding each nominee is set forth in the section titled “Management of New Cycurion Following the Business Combination.”

Under Delaware law, the election of directors requires a plurality vote of the common stock present in person (which would include presence at a virtual meeting) or represented by proxy and entitled to vote at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.

Unless authority is withheld or the shares are subject to a broker non-vote, the proxies solicited by the Board will be voted “FOR” the election of these nominees. In case any of the nominees becomes unavailable for election to the Board, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment.

If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented at the meeting.

Following consummation of the Business Combination, the election of directors of New Cycurion will be governed by New Cycurion’s certificate of incorporation and bylaws and the laws of the State of Delaware.

Vote Required for Approval

Election of each director will require the affirmative vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Special Meeting.

If the Business Combination Proposal is not approved, the Directors Proposal will not be presented at the Stockholders Meeting. The Directors Proposal will only become effective if the Business Combination is completed.

Election of each of the director nominees is a condition to Closing under the Business Combination Agreement. As of the Record Date, Western’s Sponsor and A.G.P. have agreed to vote any shares of Common Stock owned by them in favor of each nominee for Director. As a result of their ownership of Western common stock, each nominee for Director will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board with Respect to the Director Election Proposal

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” EACH OF THE NOMINEES IN THE DIRECTORS PROPOSAL.

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PROPOSAL 6 — THE EQUITY INCENTIVE PLAN PROPOSAL

Overview

Assuming that the Business Combination is approved, our stockholders are also being asked to approve and adopt the Cycurion, Inc. 2023 Equity Incentive Plan (the “Equity Incentive Plan”). The purpose of the Equity Incentive Plan is to advance the interests of New Cycurion and its stockholders by enabling New Cycurion and its subsidiaries to attract and retain qualified individuals to perform services, to provide incentive compensation for such individuals in a form that is linked to the growth and profitability of New Cycurion and increases in stockholder value, and to provide opportunities for equity participation that align the interests of recipients with those of its stockholders.

The Equity Incentive Plan will permit the board of directors of New Cycurion, or a committee or subcommittee thereof, to grant to eligible employees, non-employee directors and consultants of New Cycurion and its subsidiaries non-statutory and incentive stock options, restricted stock awards, restricted stock units (RSUs), stock appreciation rights (SARs), performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of Common Stock to be authorized for issuance under the Equity Incentive Plan is 10% of the outstanding shares of Common Stock of New Cycurion on a fully-diluted basis on the date on which the transactions contemplated under the Business Combination Agreement are completed, with an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on January 1, 2031 equal to the lesser of: (A) ten percent (10%) of the increase in the number of shares of Common Stock outstanding from the first day of the preceding calendar year to the first day of the current calendar year, as the number of shares are determined on a fully-diluted basis; and (B) such smaller number of shares of Common Stock as may be determined by the Board.

If approved by our stockholders at the meeting, the Equity Incentive Plan will become effective on the consummation of the Merger. Our board of directors is recommending that our stockholders approve the material terms of the Equity Incentive Plan as described below. The summary is qualified in its entirety by reference to the specific language of the Equity Incentive Plan, a copy of which is attached as Annex C.

Summary of Sound Governance Features of the Equity Incentive Plan

The board of directors believes that the Equity Incentive Plan contains several features that are consistent with protecting the interests of our stockholders and sound corporate governance practices, including the following:


√	Will not be excessively dilutive to stockholders	√	No re-pricing of “underwater” stock options or SARs without stockholder approval
√	No tax gross-ups	√	No reload options or SARs
√	Clawback provisions	√	No discounted options or SARs
√	Limits on director compensation

Summary of the Equity Incentive Plan

The following is a summary of the principal features of the Equity Incentive Plan. The summary is qualified in its entirety by reference to the full text of the Equity Incentive Plan, which is set forth in Annex C.

Purpose

The purpose of the Equity Incentive Plan is to advance the interests of New Cycurion and its stockholders by enabling New Cycurion and its subsidiaries to attract and retain qualified individuals to perform services, to provide incentive compensation for such individuals in a form that is linked to the growth and profitability of New Cycurion and increases in stockholder value, and to provide opportunities for equity participation that align the interests of recipients with those of its stockholders.

Administration

The board of directors of New Cycurion will administer the Equity Incentive Plan. The board has the authority under the Equity Incentive Plan to delegate plan administration to a committee of the board or a subcommittee thereof, which is comprised of not less

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than two Non-Employee Directors who are independent. The board of directors of New Cycurion or the committee of the board to which administration of the Equity Incentive Plan has been delegated is referred to as the Committee. Subject to certain limitations, the Committee will have broad authority under the terms of the Equity Incentive Plan to take certain actions under the plan.

To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers of New Cycurion such administrative duties or powers, as it may deem advisable. The Committee may authorize one or more directors or officers of New Cycurion to designate employees, other than officers, non-employee directors, or 10% stockholders of New Cycurion, to receive awards under the Equity Incentive Plan and determine the size of any such awards, subject to certain limitations.

No Re-pricing

The Committee may not, without prior approval of the stockholders of New Cycurion, effect any re-pricing of any previously granted “underwater” option or SAR by: (i) amending or modifying the terms of the option or SAR to lower the exercise price or grant price; (ii) canceling the underwater option or SAR in exchange for (A) cash; (B) replacement options or SARs having a lower exercise price or grant price; or (C) other awards; or (iii) repurchasing the underwater options or SARs and granting new awards under the Equity Incentive Plan. An option or SAR will be deemed to be “underwater” at any time when the fair market value of common stock of New Cycurion is less than the exercise price of the option or the grant price of the SAR.

Stock Subject to the Equity Incentive Plan

Subject to adjustment (as described below), the maximum number of shares of New Cycurion common stock authorized for issuance under the Equity Incentive Plan is 10% of the outstanding shares of Common Stock of New Cycurion on a fully-diluted basis immediately upon consummation of the Merger. This limit is also the limit on the number of incentive stock options that may be granted under the Equity Incentive Plan.

Shares that are issued under the Equity Incentive Plan or that are subject to outstanding awards will be applied to reduce the maximum number of shares remaining available for issuance under the Equity Incentive Plan only to the extent they are used; provided, however, that the full number of shares subject to a stock-settled SAR or other stock-based award will be counted against the shares authorized for issuance under the Equity Incentive Plan, regardless of the number of shares actually issued upon settlement of such SAR or other stock-based award. Any shares withheld to satisfy tax withholding obligations on awards issued under the Equity Incentive Plan, any shares withheld to pay the exercise price or grant price of awards under the Equity Incentive Plan and any shares not issued or delivered as a result of the “net exercise” of an outstanding option or settlement of a SAR in shares will not be counted against the shares authorized for issuance under the Equity Incentive Plan and will be available again for grant under the Equity Incentive Plan. Shares subject to awards settled in cash will again be available for issuance pursuant to awards granted under the Equity Incentive Plan. Any shares related to awards granted under the Equity Incentive Plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares will be available again for grant under the Equity Incentive Plan. Any shares repurchased by New Cycurion on the open market using the proceeds from the exercise of an award will not increase the number of shares available for future grant of awards. To the extent permitted by applicable law, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by New Cycurion or a subsidiary or otherwise will not be counted against shares available for issuance pursuant to the Equity Incentive Plan. The shares available for issuance under the Equity Incentive Plan may be authorized and unissued shares or treasury shares.

Adjustments

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin off) or other similar change in the corporate structure or shares of common stock of New Cycurion, the Committee will make the appropriate adjustment or substitution. These adjustments or substitutions may be to the number and kind of securities and property that may be available for issuance under the Equity Incentive Plan. In order to prevent dilution or enlargement of the rights of participants, the Committee may also adjust the number, kind, and exercise price or grant price of securities or other property subject to outstanding awards.

Eligible Participants

Awards may be granted to employees, non-employee directors and consultants of New Cycurion or any of its subsidiaries. A “consultant” for purposes of the Equity Incentive Plan is one who renders services to New Cycurion or its subsidiaries that are not in

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connection with the offer and sale of its securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for its securities.

Types of Awards

The Equity Incentive Plan will permit New Cycurion to grant non-statutory and incentive stock options, restricted stock awards, restricted stock units, performance awards, non-employee director awards and other stock based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award.

Stock Options. Stock options entitle the holder to purchase a specified number of shares of common stock of New Cycurion at a specified price, which is called the exercise price, subject to the terms and conditions of the stock option grant. The Equity Incentive Plan permits the grant of both non-statutory and incentive stock options. Incentive stock options may be granted solely to eligible employees of New Cycurion or its subsidiary. Each stock option granted under the Equity Incentive Plan must be evidenced by an award agreement that specifies the exercise price, the term, the number of shares underlying the stock option, the vesting and any other conditions. The exercise price of each stock option granted under the Equity Incentive Plan must be at least 100% of the fair market value of a share of common stock of New Cycurion as of the date the award is granted to a participant. Fair market value under the plan means, unless otherwise determined by the Committee, the closing sale price of common stock of New Cycurion, as reported on the Nasdaq Stock Market, on the grant date. The Committee will fix the terms and conditions of each stock option, subject to certain restrictions, such as a ten-year maximum term.

Restricted Stock Awards and Restricted Stock Units. Restricted stock awards and/or restricted stock units, or RSUs, may be granted under the Equity Incentive Plan. A restricted stock award is an award of common stock of New Cycurion that is subject to restrictions on transfer and risk of forfeiture upon certain events, typically including termination of service. RSUs are similar to restricted stock awards except that no shares are actually awarded to the participant on the grant date. The Committee will determine, and set forth in an award agreement, the period of restriction, the number of shares of restricted stock awards or the number of RSUs granted, and other such conditions or restrictions.

Performance Awards. Performance awards, in the form of cash, shares of common stock of New Cycurion, other awards or a combination of both, may be granted under the Equity Incentive Plan in such amounts and upon such terms as the Committee may determine. The Committee shall determine, and set forth in an award agreement, the amount of cash and/or number of shares or other awards, the performance goals, the performance periods and other terms and conditions. The extent to which the participant achieves his or her performance goals during the applicable performance period will determine the amount of cash and/or number of shares or other awards earned by the participant.

Non-Employee Director Awards. The Committee at any time and from time-to-time may approve resolutions providing for the automatic grant to non-employee directors of non-statutory stock options. The Committee may also at any time and from time-to-time grant on a discretionary basis to non-employee directors non-statutory stock options. In either case, any such awards may be granted singly, in combination, or in tandem, and may be granted pursuant to such terms, conditions and limitations as the Committee may establish in its sole discretion consistent with the provisions of the Equity Incentive Plan. The Committee may permit non-employee directors to elect to receive all or any portion of their annual retainers, meeting fees or other fees in restricted stock, RSUs, or other stock-based awards in lieu of cash. Under the Equity Incentive Plan the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscal year of the Company may not exceed $1,000,000.

Other Stock-Based Awards. Consistent with the terms of the plan, other stock-based awards may be granted to participants in such amounts and upon such terms as the Committee may determine.

Dividend Equivalents. With the exception of stock options and unvested performance awards, awards under the Equity Incentive Plan may, in the Committee’s discretion, earn dividend equivalents with respect to the cash or stock dividends or other distributions that would have been paid on the shares of common stock of New Cycurion covered by such award had such shares been issued and outstanding on the dividend payment date. However, no dividends or dividend equivalents may be paid on unvested awards. Such dividend equivalents will be converted to cash or additional shares of common stock of New Cycurion by such formula and at such time and subject to such limitations as determined by the Committee.

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Termination of Employment or Other Service

The Equity Incentive Plan provides for certain default rules in the event of a termination of a participant’s employment or other service. These default rules may be modified in an award agreement or an individual agreement between New Cycurion and a participant. If a participant’s employment or other service with New Cycurion is terminated for cause, then all outstanding awards held by such participant will be terminated and forfeited. In the event a participant’s employment or other service with New Cycurion is terminated by reason of death, disability or retirement, then:

●

All outstanding stock options (excluding non-employee director options in the case of retirement) and SARs held by the participant will, to the extent exercisable, remain exercisable for a period of one year after such termination, but not later than the date the stock options or SARs expire;

●

All outstanding stock options and SARs that are not exercisable and all outstanding restricted stock will be terminated and forfeited; and

●

All outstanding unvested RSUs, performance awards and other stock-based awards held by the participant will terminate and be forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with New Cycurion or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.

In the event a participant’s employment or other service with New Cycurion is terminated by reason other than for cause, death, disability or retirement, then:

●

All outstanding stock options (including non-employee director options) and SARs held by the participant that then are exercisable will remain exercisable for three months after the date of such termination, but will not be exercisable later than the date the stock options or SARs expire;

●

All outstanding restricted stock will be terminated and forfeited; and

All outstanding unvested RSUs, performance awards and other stock-based awards will be terminated and forfeited. However, with respect to any awards that vest based on the achievement of performance goals, if a participant’s employment or other service with New Cycurion or any subsidiary is terminated prior to the end of the performance period of such award, but after the conclusion of a portion of the performance period (but in no event less than one year), the Committee may, in its sole discretion, cause shares to be delivered or payment made with respect to the participant’s award, but only if otherwise earned for the entire performance period and only with respect to the portion of the applicable performance period completed at the date of such event, with proration based on the number of months or years that the participant was employed or performed services during the performance period.

Modification of Rights upon Termination

Upon a participant’s termination of employment or other service with New Cycurion or any subsidiary, the Committee may, in its sole discretion (which may be exercised at any time on or after the grant date, including following such termination) cause stock options or SARs (or any part thereof) held by such participant as of the effective date of such termination to terminate, become or continue to become exercisable or remain exercisable following such termination of employment or service, and restricted stock, RSUs, performance awards, non-employee director awards and other stock-based awards held by such participant as of the effective date of such termination to terminate, vest or become free of restrictions and conditions to payment, as the case may be, following such termination of employment or service, in each case in the manner determined by the Committee; provided, however, that no stock option or SAR may remain exercisable beyond its expiration date any such action by the Committee adversely affecting any outstanding award will not be effective without the consent of the affected participant, except to the extent the Committee is authorized by the Equity Incentive Plan to take such action.

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Forfeiture and Recoupment

If a participant is determined by the Committee to have taken any action while providing services to New Cycurion or within one year after termination of such services, that would constitute “cause” or an “adverse action,” as such terms are defined in the Equity Incentive Plan, all rights of the participant under the Equity Incentive Plan and any agreements evidencing an award then held by the participant will terminate and be forfeited. The Committee has the authority to rescind the exercise, vesting, issuance or payment in respect of any awards of the participant that were exercised, vested, issued or paid, and require the participant to pay to New Cycurion, within 10 days of receipt of notice, any amount received or the amount gained as a result of any such rescinded exercise, vesting, issuance or payment. New Cycurion may defer the exercise of any stock option or SAR for up to six months after receipt of notice of exercise in order for the Board to determine whether “cause” or “adverse action” exists. New Cycurion is entitled to withhold and deduct future wages or make other arrangements to collect any amount due.

In addition, if New Cycurion is required to prepare an accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, then any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 will reimburse New Cycurion for the amount of any award received by such individual under the Equity Incentive Plan during the 12-month period following the first public issuance or filing with the SEC, as the case may be, of the financial document embodying such financial reporting requirement. New Cycurion also may seek to recover any award made as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other clawback, forfeiture or recoupment provision required by applicable law or under the requirements of any stock exchange or market upon which common stock of New Cycurion is then listed or traded or any policy adopted by New Cycurion.

Effect of Change in Control

Generally, a change in control will mean:

●

The acquisition, other than from New Cycurion, by any individual, entity or group of beneficial ownership of 50% or more of the then outstanding shares of common stock of New Cycurion;

The consummation of a reorganization, merger or consolidation of New Cycurion with respect to which all or substantially all of the individuals or entities who were the beneficial owners of common stock of New Cycurion immediately prior to the transaction do not, following the transaction, beneficially own more than 50% of the outstanding shares of common stock and voting securities of the corporation resulting from the transaction; or

●

A complete liquidation or dissolution of New Cycurion or the sale or other disposition of all or substantially all of the assets of New Cycurion.

Subject to the terms of the applicable award agreement or an individual agreement between New Cycurion and a participant, upon a change in control, the Committee may, in its discretion, determine whether some or all outstanding options and SARs shall become exercisable in full or in part, whether the restriction period and performance period applicable to some or all outstanding restricted stock awards and RSUs shall lapse in full or in part and whether the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. The Committee may further require that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substituted for some or all of the shares of common stock of New Cycurion subject to an outstanding award and that any outstanding awards, in whole or in part, be surrendered to New Cycurion by the holder, to be immediately cancelled by New Cycurion, in exchange for a cash payment, shares of capital stock of the corporation resulting from or succeeding New Cycurion or a combination of both cash and such shares of stock.

Term, Termination and Amendment

Unless sooner terminated by the Board, the Equity Incentive Plan will terminate at midnight on the day before the ten-year anniversary of its effective date. No award will be granted after termination of the Equity Incentive Plan, but awards outstanding upon termination of the Equity Incentive Plan will remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the Equity Incentive Plan.

Subject to certain exceptions, the Board has the authority to suspend or terminate the Equity Incentive Plan or terminate any outstanding award agreement and the Board has the authority to amend the Equity Incentive Plan or amend or modify the terms of any

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outstanding award at any time and from time to time. No amendments to the Equity Incentive Plan will be effective without approval of New Cycurion’s stockholders if: (a) stockholder approval of the amendment is then required pursuant to Section 422 of the Code, the rules of the primary stock exchange on which common stock of New Cycurion is then traded, applicable U.S. state and federal laws or regulations and the applicable laws of any foreign country or jurisdiction where awards are, or will be, granted under the Equity Incentive Plan; or (b) such amendment would: (i) materially increase benefits accruing to participants; (ii) modify the re-pricing provisions of the Equity Incentive Plan; (iii) increase the aggregate number of shares of common stock of New Cycurion issued or issuable under the Equity Incentive Plan; (iv) increase any limitation set forth in the Equity Incentive Plan on the number of shares of common stock of New Cycurion which may be issued or the aggregate value of awards which may be made, in respect of any type of award to any single participant during any specified period; (v) modify the eligibility requirements for participants in the Equity Incentive Plan; or (vi) reduce the minimum exercise price or grant price as set forth in the Equity Incentive Plan. No termination, suspension or amendment of the Equity Incentive Plan or an award agreement shall adversely affect any award previously granted under the Equity Incentive Plan without the written consent of the participant holding such award.

Federal Income Tax Information

The following is a general summary, as of the date of this prospectus/proxy statement, of the federal income tax consequences to participants and New Cycurion of transactions under the Equity Incentive Plan. This summary is intended for the information of stockholders considering how to vote at the Special Meeting and not as tax guidance to participants in the Equity Incentive Plan, as the consequences may vary with the types of grants made, the identity of the participant and the method of payment or settlement. The summary does not address the effects of other federal taxes or taxes imposed under state, local or foreign tax laws. Participants are encouraged to seek the advice of a qualified tax advisor regarding the tax consequences of participation in the Equity Incentive Plan.

Tax Consequences of Awards

Incentive Stock Options. With respect to incentive stock options, generally, the participant is not taxed, and New Cycurion is not entitled to a deduction, on either the grant or the exercise of an incentive stock option so long as the requirements of Section 422 of the Code continue to be met. If the participant meets the employment requirements and does not dispose of the shares of common stock of New Cycurion acquired upon exercise of an incentive stock option until at least one year after date of the exercise of the stock option and at least two years after the date the stock option was granted, gain or loss realized on sale of the shares will be treated as long-term capital gain or loss. If the shares of common stock of New Cycurion are disposed of before those periods expire, which is called a disqualifying disposition, the participant will be required to recognize ordinary income in an amount equal to the lesser of (i) the excess, if any, of the fair market value of common stock of New Cycurion on the date of exercise over the exercise price, or (ii) if the disposition is a taxable sale or exchange, the amount of gain realized. Upon a disqualifying disposition, New Cycurion will generally be entitled, in the same tax year, to a deduction equal to the amount of ordinary income recognized by the participant, assuming that a deduction is allowed under Section 162(m) of the Code.

Non-Statutory Stock Options. The grant of a stock option that does not qualify for treatment as an incentive stock option, which is generally referred to as a non-statutory stock option, is generally not a taxable event for the participant. Upon exercise of the stock option, the participant will generally be required to recognize ordinary income in an amount equal to the excess of the fair market value of common stock of New Cycurion acquired upon exercise (determined as of the date of exercise) over the exercise price of the stock option, and New Cycurion will be entitled to a deduction in an equal amount in the same tax year, assuming that a deduction is allowed under Section 162(m) of the Code. At the time of a subsequent sale or disposition of shares obtained upon exercise of a non-statutory stock option, any gain or loss will be a capital gain or loss, which will be either a long-term or short-term capital gain or loss, depending on how long the shares have been held.

SARs. The grant of an SAR will not cause the participant to recognize ordinary income or entitle New Cycurion to a deduction for federal income tax purposes. Upon the exercise of an SAR, the participant will recognize ordinary income in the amount of the cash or the value of shares payable to the participant (before reduction for any withholding taxes), and New Cycurion will receive a corresponding deduction in an amount equal to the ordinary income recognized by the participant, assuming that a deduction is allowed under Section 162(m) of the Code.

Restricted Stock, RSUs, and Other Stock-Based Awards. The federal income tax consequences with respect to restricted stock, RSUs, performance shares and performance stock units, and other stock unit and stock-based awards depend on the facts and circumstances of each award, including, in particular, the nature of any restrictions imposed with respect to the awards. In general, if an award of stock granted to the participant is subject to a “substantial risk of forfeiture” (e.g., the award is conditioned upon the future performance of substantial services by the participant) and is nontransferable, a taxable event occurs when the risk of forfeiture

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ceases or the awards become transferable, whichever first occurs. At such time, the participant will recognize ordinary income to the extent of the excess of the fair market value of the stock on such date over the participant’s cost for such stock (if any), and the same amount is deductible by New Cycurion, assuming that a deduction is allowed under Section 162(m) of the Code. Under certain circumstances, the participant, by making an election under Section 83(b) of the Code, can accelerate federal income tax recognition with respect to an award of stock that is subject to a substantial risk of forfeiture and transferability restrictions, in which event the ordinary income amount and New Cycurion’s deduction, assuming that a deduction is allowed under Section 162(m) of the Code, will be measured and timed as of the grant date of the award. If the stock award granted to the participant is not subject to a substantial risk of forfeiture or transferability restrictions, the participant will recognize ordinary income with respect to the award to the extent of the excess of the fair market value of the stock at the time of grant over the participant’s cost, if any, and the same amount is deductible by us, assuming that a deduction is allowed under Section 162(m) of the Code. If a stock unit award or other stock-based award is granted but no stock is actually issued to the participant at the time the award is granted, the participant will recognize ordinary income at the time the participant receives the stock free of any substantial risk of forfeiture (or receives cash in lieu of such stock) and the amount of such income will be equal to the fair market value of the stock at such time over the participant’s cost, if any, and the same amount is then deductible by New Cycurion, assuming that a deduction is allowed under Section 162(m) of the Code.

Withholding Obligations

New Cycurion is entitled to withhold and deduct from future wages of the participant, to make other arrangements for the collection of, or to require the participant to pay to New Cycurion, an amount necessary for it to satisfy the participant’s federal, state or local tax withholding obligations with respect to awards granted under the Equity Incentive Plan. Withholding for taxes may be calculated based on the maximum applicable tax rate for the participant’s jurisdiction or such other rate that will not trigger a negative accounting impact on New Cycurion. The Committee may permit a participant to satisfy a tax withholding obligation by withholding shares of common stock of New Cycurion underlying an award, tendering previously acquired shares, delivery of a broker exercise notice or a combination of these methods.

Code Section 409A

A participant may be subject to a 20% penalty tax, in addition to ordinary income tax, at the time a grant becomes vested, plus an interest penalty tax, if the grant constitutes deferred compensation under Section 409A of the Code and the requirements of Section 409A of the Code are not satisfied.

Code Section 162(m)

Pursuant to Section 162(m) of the Code, the annual compensation paid to an individual who is a “covered employee” is not deductible by New Cycurion to the extent it exceeds $1 million. The Tax Cut and Jobs Act, signed into law on December 22, 2017, amended Section 162(m), effective for tax years beginning after December 31, 2017, (i) to expand the definition of a “covered employee” to include any person who was the Chief Executive Officer or the Chief Financial Officer at any time during the year and the three most highly compensated officers (other than the Chief Executive Officer or the Chief Financial Officer) who were employed at any time during the year whether or not the compensation is reported in the Summary Compensation Table included in the proxy statement for New Cycurion’s Annual Meeting; (ii) to treat any individual who is considered a covered employee at any time during a tax year beginning after December 31, 2106 as remaining a covered employee permanently; and (iii) to eliminate the performance-based compensation exception to the $1 million deduction limit.

Excise Tax on Parachute Payments

Unless otherwise provided in a separate agreement between a participant and New Cycurion, if, with respect to a participant, the acceleration of the vesting of an award or the payment of cash in exchange for all or part of an award, together with any other payments that such participant has the right to receive from New Cycurion, would constitute a “parachute payment” then the payments to such participant will be reduced to the largest amount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code. Such reduction, however, will only be made if the aggregate amount of the payments after such reduction exceeds the difference between the amount of such payments absent such reduction minus the aggregate amount of the excise tax imposed under Section 4999 of the Code attributable to any such excess parachute payments. If such provisions are applicable and if an employee will be subject to a 20% excise tax on any “excess parachute payment” pursuant to Section 4999 of the Code, New Cycurion will be denied a deduction with respect to such excess parachute payment pursuant to Section 280G of the Code.

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New Plan Benefits

It is not presently possible to determine the benefits or amounts that will be received by or allocated to participants under the Equity Incentive Plan or would have been received by or allocated to participants for the last completed fiscal year if the Equity Incentive Plan had then been in effect because awards under the Equity Incentive Plan will be made at the discretion of the Committee.

Vote Required for Approval

The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting, voting together as a single class, assuming that a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Equity Incentive Plan Proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

By virtue of ownership of Western common stock, the Equity Plan Proposal will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EQUITY INCENTIVE PLAN PROPOSAL.

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PROPOSAL 7 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Western’s stockholders in the event that based upon the tabulated vote at the time of the Special Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal, or the Equity Incentive Plan Proposal. In no event will the Board adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under its amended and restated certificate of incorporation and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Western’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or any other proposal. If we do not consummate the Business Combination and fail to complete an initial business combination by December 31, 2023, we will dissolve and liquidate our Trust Account by returning the then-remaining funds in such account to the public stockholders.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Western common stock represented by virtual attendance or by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will have no effect with respect to the approval of this proposal.

By virtue of ownership of Western common stock, the Adjournment Proposal will be approved without regard to the vote of the Public Stockholders.

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT WESTERN

Unless the context otherwise requires, all references in this section to the “Company,” “Western,” “we,” “us,” or “our” refer to Western Acquisition Ventures Corp. and its subsidiary prior to the consummation of the Business Combination.

Introduction

We are a Delaware blank check company incorporated on April 28, 2021 formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

Initial Business Combination

As required by NASDAQ rules, any initial business combination will be approved by a majority of our independent directors. Nasdaq listing rules also require that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance.

We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

The sponsor, initial stockholders (including A.G.P.), officers, and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed Business Combination, (2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business combination, and (3) not sell any shares of common stock in any tender in connection with a proposed initial business combination.

None of our officers, directors, sponsor, initial stockholders, or their affiliates have indicated any intention to purchase additional shares of our common stock. However, if a significant number of stockholders vote, or indicate an intention to vote, against our proposed Business Combination, our officers, directors, sponsor, initial stockholders, or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, sponsor, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Conversion Rights

At any meeting called to approve an initial business combination, public stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we may provide our public stockholders with the opportunity to sell their shares of our common stock to us through a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

The sponsor, initial stockholders, and Western’s directors and officers will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, acquired in the Western IPO. Additionally, the holders of the representative shares will not have conversion rights with respect to the representative shares. We may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the Business Combination.

There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated.

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However, in the event we require stockholders seeking to exercise conversion rights prior to the consummation of the proposed Business Combination and the proposed Business Combination is not consummated this may result in an increased cost to stockholders.

Any proxy solicitation materials we furnish to stockholders in connection with a vote for any proposed business combination will indicate whether we are requiring stockholders to satisfy such certification and delivery requirements. Accordingly, a stockholder would have from the time the stockholder received our proxy statement up until the vote on the proposal to approve the Business Combination to deliver his shares if he wishes to seek to exercise his conversion rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the stockholder, whether or not he is a record holder or his shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact.

The foregoing is different from the procedures historically used by some blank check companies. Traditionally, in order to perfect conversion rights in connection with a blank check company’s business combination, the company would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his conversion rights. After the business combination was approved, the company would contact such stockholder to arrange for him to deliver his certificate to verify ownership. As a result, the stockholder then had an “option window” after the consummation of the business combination during which he could monitor the price of the company’s stock in the market. If the price rose above the conversion price, he could sell his shares in the open market before actually delivering his shares to the company for cancellation. As a result, the conversion rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become a “continuing” right surviving past the consummation of the business combination until the holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a holder’s election to convert his shares is irrevocable once the business combination is approved.

Any request to convert such shares once made, may be withdrawn at any time up to the vote on the proposed Business Combination or the expiration of the tender offer. Furthermore, if a holder of a public share of common stock delivered his certificate in connection with an election of their conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their conversion rights would not be entitled to convert their shares for the applicable pro rata share of the trust account as of two business days prior to the consummation of the initial business combination. In such case, we will promptly return any shares delivered by public holders.

Liquidation if No Business Combination

If we have not completed an initial business combination by December 31, 2023, 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, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us but net of taxes payable, 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 liquidation 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 the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor, initial stockholders, officers, and directors have agreed that they will not propose any amendment to our amended and restated certificate of incorporation that would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination by December 31, 2023 unless we provide our public stockholders with the opportunity to convert their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by the Sponsor, initial stockholders, executive officers, directors, or any other person.

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Under the Delaware General Corporation Law, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution. If we are unable to complete a business combination within the prescribed time frame, 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, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest but net of franchise and income taxes payable, 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 liquidation 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 the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 12^th month, and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

Because we will not be complying with Section 280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

We are required to seek to have all third parties (including any vendors or other entities we may engage) and any prospective target businesses enter into agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the trust account. Furthermore, there is no guarantee that other vendors, service providers and prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. The Sponsor has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that it will be able to satisfy its indemnification obligations if it is required to do so. We have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. Therefore, we believe it is unlikely that the Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Additionally, the agreement the Sponsor entered into specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of the Western IPO offering against certain liabilities, including liabilities under the Securities Act. As a result, if we liquidate, the per-share distribution from the trust account could be less than $10.10 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount

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in the trust account, inclusive of any interest (subject to our obligations under Delaware law to provide for claims of creditors as described below).

We anticipate notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more than 10 business days to effectuate such distribution. The holders of the founders’ shares have waived their rights to participate in any liquidation distribution from the trust account with respect to such shares. There will be no distribution from the trust account with respect to our warrants, which will expire worthless. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account.

If we are unable to complete an initial business combination and expend all of the net proceeds of the Western IPO, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial per-share redemption price would be $10.10. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

Our public stockholders shall be entitled to receive funds from the trust account only in the event of our failure to complete a business combination within the required time period, if the stockholders seek to have us convert or purchase their respective shares upon a business combination which is actually completed by us or upon certain amendments to our amended and restated certificate of incorporation prior to consummating an initial business combination. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which 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. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public stockholders at least $10.10 per share.

If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders in connection with our initial business combination, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Current Charter

Our Current Charter contains certain requirements and restrictions that will apply to us until the consummation of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our outstanding shares. If we seek to amend any provisions of our Current Charter that would affect our public stockholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within the time period described in our Current Charter, we will provide dissenting public stockholders with the opportunity to convert their public shares in connection with any such vote. This conversion right shall apply in the event of the approval of any such amendment, whether proposed by the Sponsor, any executive officer, director or director nominee, or any other person. The Sponsor and Western’s directors and officers have agreed to waive any conversion rights with respect to any founders’ shares, and any public shares they may hold in connection with any vote to amend our Current Charter. Specifically, our Current Charter provides, among other things, that:

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we shall either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination or don’t vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein;

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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination;

●

if our initial business combination is not consummated by December 31, 2023, unless Western exercises its option to further extend such date, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve our company;

●

we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

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prior to our initial business combination, we may not issue additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock sold in the Western IPO on an initial business combination.

The Western IPO prospectus and original charter provided that Western initially had until January 13, 2023 to complete its initial business combination. At a special meeting of Western’s stockholders held on January 6, 2023, Western’s stockholders approved a proposal to amend Western’s amended and restated certificate of incorporation, to extend the date by which Western must consummate a business combination from January 13, 2023 up to six (6) times, each such extension for an additional one (1)-month period to July 11, 2023, upon payments to the Trust Account of $10,000 for each month’s extension. Subsequently, the deadline was extended to January 11, 2024. Notwithstanding, Western will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders if Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023.

Facilities

We currently maintain our principal executive offices at 42 Broadway, 12th Floor, New York, NY 10004. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Employees

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full time employees prior to the consummation of a business combination.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

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EXECUTIVE OFFICERS AND DIRECTORS OF WESTERN

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us” and other similar terms refer to Western before the Business Combination.

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name	Age	Position
Stephen Christoffersen	38	Chief Executive Officer and Director
William Lischak	65	Chief Financial Officer and Director
Ade Okunubi	40	Director
Robin L. Smith	58	Director
Adam K. Stern	59	Director

Stephen Christoffersen, CFA, 38, is our Chief Executive Officer and a Director. In addition to his role as CEO, he is the managing member of Range Ventures LLC, an opportunistic investment company focusing on public equities and private credit. From 2018 to 2021, Mr. Christoffersen worked for KushCo Holdings Inc (OTCQX: KSHB) and during his time as CFO, he led a business turnaround which included right-sizing headcount and operational footprint while focusing sales on the leading multi-state operators. This resulted in company profitability for the first time in three years and led to a merger with Greenlane Holdings (NASDAQ: GNLN), which was announced March 2021. Additionally, Mr. Christoffersen spearheaded KushCo’s strategic investments, including its investment in XS Financial, Inc. (CSE: XSF), where Mr. Christoffersen currently serves on the Board as a member of the Investment and Audit committee since May 2019.

Prior to joining KushCo, between January 2017 and November 2018 Mr. Christoffersen served as Vice President of Investment Strategy for Comerica Asset Management Inc. (NYSE: CMA), where he managed $500 million and oversaw asset allocation and investments.

Mr. Christoffersen has also been active in several volunteering and philanthropic initiatives, including serving as a math and science tutor with the Save a Child Foundation at the YMCA Boys and Girls Club. He was also an Executive Sponsor for Project Mission Green, an initiative of The Weldon Project that advocates on behalf of currently or formerly incarcerated cannabis offenders who were sentenced to prison for nonviolent cannabis offenses.

Mr. Christoffersen received his Chartered Financial Analyst designation in 2015 and holds a Bachelor of Science degree in finance from the University of Nevada, Las Vegas.

William Lischak, CPA, MST, 65, is our Chief Financial Officer and a Director. He is a senior level financial executive with more than 20 years of experience in the media industry. His credentials include being a CPA and having earned a Master’s degree in taxation. Mr. Lischak has extensive M&A, corporate finance, accounting, tax, and strategic planning experience. He has developed a strong network of relationships with commercial and investment banks, law firms, accounting firms, and consulting firms, and is known as a dynamic team player strongly committed to working with colleagues to achieve transactional and operational goals.

Mr. Lischak has been the Chief Executive Officer of RightsTrade, LLC since June 2020 and worked as a consultant to the company since April 2019. Concurrently, starting in February 2020, Mr. Lischak has acted as interim CFO for Johnson Management Group, a privately held television movie production company. From February 2017 to October 2018, Mr. Lischak served as interim CFO at PIXOMONDO STUDIOS Gmbh & Company KG, a multi-national visual effects company. Working in conjunction with Houlihan Lokey, Inc., Mr. Lischak managed the company through the process of preparing for, seeking, securing and concluding a majority stake sale to private equity, which closed in July 2018. From 2016 through the present, Mr. Lischak has consulted with various media and entertainment businesses under his personal service company, William Lischak, Inc.

From 2007 to 2015, Mr. Lischak worked with OddLot Entertainment LLC, a film and television production company founded by Gigi Pritzker, where he established the company’s position as a prominent independent production company by securing, structuring and managing corporate joint ventures and complex multi-party project financing for award winning and commercially successful films such as Hell or High Water (nominated for a Best Picture Academy Award), Ender’s Game (at the time, the largest independent film ever made, with a budget of $115 million), and Drive (which won Best Director at the Cannes Film Festival). Additionally,

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Mr. Lischak was instrumental in the company’s expansion into television production with National Geographic’s Genius: Einstein mini-series (based upon the Walter Isaacson biography), produced in conjunction with Ron Howard’s Imagine Entertainment. Corporately, Mr. Lischak created a multi-picture production and distribution arrangement with Lions Gate Entertainment Corporation (NYSE: LGF); spearheaded a multi-picture production and distribution arrangement with STX Financing LLC (NYSE: ESGC) in conjunction with an equity investment by Ms. Pritzker’s family office and JPMorgan Chase Bank, N.A.; and created the joint venture international sales company, Sierra/Affinity (acquired by Entertainment One Ltd. and Hasbro, Inc.).

Prior to joining OddLot Entertainment LLC, Mr. Lischak worked with First Look Media, a multi-faceted production and distribution operation. Joining the company in 1988 as CFO, Mr. Lischak later assumed the roles of COO and President and was instrumental in the development and growth of the company, including its’ merger into a SPAC. In addition to the SPAC transaction, Mr. Lischak spearheaded multiple rounds of additional capital (pre and post public company status), various corporate acquisitions and established a multitude of debt financing arrangements including both lines of credit and project financing with financial institutions including JPMorgan Chase Bank, N.A (NYSE: JPM)., Comerica, Inc. (NYSE: CMA), Merrill Lynch Wealth Management and NatWest Group, among others. During Bill’s tenure annual revenues increased from $6 million to $125 million.

Mr. Lischak graduated in 1979 from NYU’s Stern School of Business, where he also studied film at NYU’s Tisch School of the Arts. We believe that Mr. Lischak’s management and business experience make him well-suited to serve as a member of our board of directors.

Ade Okunubi, MBA, CFA, 40, serves as an independent director who sits on our Nominating Committee and chairs our Audit Committee. Since November 2021 he has served as President of Industrial Battery Inc., an EV / Energy Transition Services firm. Mr. Okunubi is also a Private Equity investor in Industrial services businesses. Prior to acquiring Industrial Battery, between January 2017 and November 2021 Mr. Okunubi served as Chief Operating Officer of Techni-Tool Inc., a distributor of Aerospace and Defense cutting tools. He also served as an Investment Associate for Arcis Equity Partners, a leisure and hospitality focused private equity fund, from August 2014 to January 2017.

Prior to working in private equity and in operation roles, Mr. Okunubi worked in the Mergers & Acquisitions group at Credit Suisse Group AG (NYSE: CS) and advised private equity firms and corporations on approximately $2.5 billion in transactions in the telecom, healthcare, retail and renewable energy sectors. Prior to Credit Suisse Group AG, Mr. Okunubi was a Merger Arbitrage and High Yield Credit Trader at Taconic Capital Advisors LP, a New York-based, event-driven hedge fund.

Mr. Okunubi, a Queens, NY native, received an Bachelor of Arts degree in Economics from Princeton University and an MBA from the Harvard Business School. Mr. Okunubi is also a CFA Charter holder and member of the CFA Society of Dallas-Ft. Worth. We believe Mr. Okunubi is well qualified to serve as an independent member of our board of directors because of his management experience and his extensive financial experience as an investor.

Robin L. Smith, MD, MBA, age 58, serves as an independent director who sits on our Audit Committee and chairs our Compensation Committee. She is a business leader, entrepreneur, medical doctor and philanthropist uniquely positioned to lead and assist public companies and health care systems to advance and be successful in the rapidly evolving health care industry. She is a trailblazer in the fields of regenerative medicine and predictive analytics and has focused on turnarounds, M&A and disruptive innovations driving interest and growth and has been a Managing Partner of BRM Holdings since 2015.

She has extensive experience serving on boards of directors and board committees, including audit, nominating and governance, compensation and science and technology committees of multiple public companies. She currently serves on the boards of directors of Celularity Inc (NASDAQ: CELU), a Celgene spin-out focused on cancer and regenerative medicine, as well as private companies including Spiritus Therapeutics, which she cofounded in 2017, and Vcinity Inc, since April 2020. Dr. Smith also served on the board of Sorrento Therapeutics (NASDAQ: SRNE) from December 2019 through November 15, 2021, ServiceSource International, Inc. (NASDAQ: SREV) from February 2020 – May 2020, Seelos Therapeutics (NASDAQ: SEEL) from February 2019 – May 2020, and Rockwell Medical (NASDAQ: RMTI) from June 2016 – November 2019. She was chairman of the board of directors of MYnd Analytics, Inc. (NASDAQ: MYND, now EMMA and Telemynd) from August 2015 – July 2019. She was also on the boards of ProLung Inc from February 2017 – July 2018, BioXcel Corp from Aug 2015 – June 2017, and Signal Genetics (NASDAQ: SGNL) from July 2014 – February 2016.

From 2006 until 2015, Dr. Smith was chairman and chief executive officer of the Neostem (NASDAQ: NBS), where she pioneered the company’s innovative business model combining proprietary cell therapy development with successful contract development and manufacturing organization, which was sold to Hitachi at eight times the price it had been acquired. During her

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9 years of tenure, the company won an array of industry awards and received business recognition including a first-place ranking in the tri-state area (two years in a row), and eleventh place nationally, on Deloitte’s Technology Fast 500, and Frost & Sullivan’s North American Cell Therapeutics Technology Innovation Leadership Award.

Dr. Smith co-authored “Cells Are the New Cure” (2017) and “The Healing Cell: How the Greatest Revolution in Medical History Is Changing Your Life” (2013). She was appointed as clinical associate professor, Department of Medicine at the Rutgers New Jersey Medical School in 2017. She has also been widely recognized for her leadership in health care and as a female entrepreneur. Most recently, Dr. Smith received the Regenerative Medicine Foundation (RMF) 2019 Stem Cell and Regenerative Medicine Action Award for International Diplomacy in 2019 and the 2018 HEALinc Future Health Humanitarian Award, the Business Intelligence Group’s Woman of the Year Award in 2018 and the 2018 Gold Stevie® Award for Woman of the Year – Government or Non-Profit. In April 2016, Pope Francis conferred Dr. Smith as Dame Commander with Star of The Pontifical Equestrian Order of Saint Sylvester Pope and Martyr. In May 2017, she was awarded the Lifetime Achievement in Healthcare and Science Award by The National Museum of Catholic Art and Library.

Dr. Smith is also active in many nonprofit organizations. She is the founder, president and chairman of the board of the Cura Foundation and Stem for Life since 2007. She is also vice president and director of the Science and Faith (STOQ) Foundation at the Vatican. Dr. Smith is a member of the board of trustees of Sanford Health, the board of overseers of the New York University Langone Medical Center in New York, a board member of the Alliance for Cell Therapy Now and OPA Health and is active in the NFL Alumni Association’s Regenerative Medicine and Cell Therapy initiative. Dr. Smith previously served on the Sanford Health’s International Board, the board of trustees of the New York University Langone Medical Center, was chairman of the board of directors of the New York University Hospital for Joint Diseases and served on the board of the Alliance for Regenerative Medicine (ARM) Foundation.

She received her Bachelor of Arts degree from Yale University and her M.D. degree from the Yale School of Medicine. Dr. Smith holds an M.B.A. degree from the Wharton School of Business and completed the Stanford University Directors Program. In 2019, Dr. Smith received an honorary Doctor of Science degree from Thomas Jefferson Medical College.

Adam K. Stern, 59, serves as an independent director and sits on our Audit Committee. He currently serves as the CEO of SternAegis Ventures and has been the Head of Private Equity Banking at Aegis Capital Corp. since 2012. Prior to SternAegis, from 1997 to 2012, he was Senior Managing Director at Spencer Trask Ventures, Inc., where he managed the structured finance group focusing primarily on technology and life science companies. From 1989 to 1997, Mr. Stern was at Josephthal & Co., Inc., Members of the New York Stock Exchange, where he served as Head of Private Equity and Managing Director. He has been a FINRA licensed securities broker since 1987 and a Registered General Securities Principal since 1991. Mr. Stern has been a founding investor in numerous private and public companies and currently serves as a Director of DarioHealth Corp. (Nasdaq: DRIO) since March 2020, Organovo Holdings Inc., (Nasdaq: ONVO) since July 2020, and privately held Aerami Therapeutics, Inc. since 2014. Adam previously served on the board of directors for Matinas BioPharma Holdings, Inc. (NYSE: MTNB) from 2012 - 2020, and HydroFarm Holdings, Inc. (Nasdaq: HYFM) from 2018 - 2020.

Mr. Stern graduated from the University of South Florida in 1987. We believe Mr. Stern is well qualified to serve as an independent member of our board of directors because of his experience as a board member of numerous public companies, as well as his deep financial experience as an investor.

Director Independence

Nasdaq rules require that a majority of the board of directors of a company listed on Nasdaq must be composed of “independent directors.” An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have determined that Anthony Hayes, Robert Nicholson, Barry Dennis, and William Carson are independent directors under the Nasdaq Listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

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Committees of the Board of Directors

We have three standing committees: an audit committee, a nominating committee, and a compensation committee. Each such committee is composed of solely independent directors.

Audit Committee

Effective January 11, 2022 we established an audit committee of the board of directors, in accordance with Section 3(a)(58)(A) of the Exchange Act. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Dr. Smith, and Messrs. Okunabi and Stern meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq’s listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Each member of the audit committee is financially literate and our board of directors has determined that Ade Okunubi and Adam Stern each qualify as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

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reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

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discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

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discussing with management major risk assessment and risk management policies;

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monitoring the independence of the independent auditor;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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reviewing and approving all related-party transactions;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

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appointing or replacing the independent auditor;

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determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

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approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

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During the fiscal year ended December 31, 2022, our audit committee held two meetings. Each of the audit committee members attended all of the meetings of the audit committee in fiscal year 2022.

Nominating Committee

The Nominating Committee is comprised of Dr. Smith, Mr. Okunabi and Mr. Stern as committee members with Dr. Smith as chair. Each member is an independent director under the Nasdaq listing standards. The compensation committee’s duties, which are specified in our Nominating Committee Charter, include, but are not limited to:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and approving the compensation of all of our other executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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if required, producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than fees payable to A.G.P. as described in “Conflicts of Interest,” no compensation of any kind, including finders, consulting, or other similar fees, will be paid to any of our initial stockholders, our directors, or any of their respective affiliates, prior to or for any services they render in order to effectuate, the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of our initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

Compensation Committee

The Compensation Committee is comprised of Dr. Smith as a member and Mr. Stern as chair. Each member is an independent director under the Nasdaq listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

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reviewing and approving the compensation of all of our other executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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if required, producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Code of Ethics

Effective January 11, 2022, we adopted a code of ethics that applies to all of our executive officers, directors, and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. We will provide, without charge, upon request, copies of our code of ethics. Requests for copies of our code of ethics should be sent in writing to 42 Broadway, 12th Floor, New York, NY 10004.

Conflicts of Interest

Investors should be aware of the following potential conflicts of interest:

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None of Western’s directors and officers are required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

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In the course of their other business activities, Western’s directors and officers may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Western’s directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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Western’s directors and officers may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

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Unless we consummate our initial business combination, our officers, directors and other insiders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account.

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The insider shares beneficially owned by Western’s directors and officers will be released from escrow only if our initial business combination is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame, Western’s directors and officers will not be entitled to receive any amounts held in the trust account with respect to any of their insider shares or private warrants.

Further, Western Acquisition Ventures Sponsor LLC has agreed that the Founder Shares, Private Placement Units, Private Placement Shares and/or Private Placement Warrants will not be sold or transferred by it until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect our initial business combination.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

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the corporation could financially undertake the opportunity;

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the opportunity is within the corporation’s line of business; and

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●

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

Our Current Charter provides that:

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we renounce any interest or expectancy in, or being offered an opportunity to participate in, any business opportunities that are presented to us or our officers, directors or stockholders or affiliates thereof, including but not limited to, the Sponsor and its affiliates, except as may be prescribed by any written agreement with us; and

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Western’s directors and officers will not be liable to our company or our stockholders for monetary damages for breach of any fiduciary duty by reason of any of our activities or any of the Sponsor or its affiliates to the fullest extent permitted by Delaware law.

Western’s directors and officers are, and may in the future become, affiliated with other companies. The following table summarizes the relevant pre-existing fiduciary or contractual obligations of Western’s directors and officers other than the Sponsor, Western Acquisition Ventures Sponsor LLC:


Name of Individual	Name of Affiliated Company	Industry of Affiliated Company	Affiliation
Stephen Christoffersen	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 OKA Holdings	Industrial Battery Distribution and Servicing Investment Fund	President Managing Partner
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,
	Sanford Health	Medical	Chairman of the Board
	Alliance for Cell Therapy	Medical	Board of Overseers
			Board of Trustees
			Board Member

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

In addition, our Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of officers, directors, or other insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to us and our unaffiliated stockholders from a financial point of view, and (ii) the approval of a majority of our disinterested independent directors (if any at such time). In no event will our insiders or any of the members of our management team be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services

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they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited and unaudited financial statements and the notes related thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

References in this section of this Proxy to “our,” “we,” “us” or the “Company” refer to Western Acquisition Ventures Corp. References to our “management” or our “management team” refer to Western’s directors and officers, and references to the “Sponsor” refer to Western Acquisition Ventures Sponsor LLC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the notes related thereto contained elsewhere in this Proxy. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

All statements other than statements of historical fact included in this Proxy including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Proxy words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of many factors, including those set forth under “Forward Looking Statements” above and “Risk Factors.”

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 and expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the three months ended June 30, 2023 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. 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. For the six months ended June 30, 2023, we had a net loss of $504,148. This consisted of $619,998 in professional fees, general and administrative expenses, income tax expense and franchise taxes and $283,114 of interest income on marketable securities in the Trust Account and $167,264 of change in fair value of the forward purchase agreement.

Liquidity and Capital Resources

As of June 30, 2023, we had $258,551 in cash held outside of the Trust Account. As of June 30, 2023, we had a working capital deficit of $2,191,908. The Company’s liquidity needs may need to be satisfied through the proceeds from loans or additional

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investments from its Sponsor, stockholders, 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 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 stockholders 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.

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, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company initially had until January 13, 2023, 12 months from the closing of the IPO, to consummate a Business Combination but as a result of a vote at a special stockholders’ meeting held on January 6, 2023, secured the right to extend the deadline to conclude a Business Combination in monthly increments through January 11, 2024 through the payment of $10,000 into the Trust Account for each monthly extension. On July 9, 2023, the Company voted upon and approved a Second Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment. The Second Amendment Agreements permit an extension of the date by which the Company must consummate a business combination to January 11, 2024 upon the payment of a nominal fee of $100. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. Notwithstanding the January 11, 2024 date, if a Business Combination is not consummated by December 31, 2023, the Company will liquidate and subsequently dissolve. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. 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.

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Commitments and Contingencies

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 agreed 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, A.G.P. will be paid 250,000 shares of common stock.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

Net Income/Loss per Common Share

Net loss per share is computed by dividing net income or loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Sponsor. The 11,876,000 shares of common stock underlying the outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended June 30, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. Therefore, as of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings/losses of the Company. As a result, diluted income or loss per share is the same as basic loss per share for the periods presented.

Accounting for Warrants

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a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Common Stock subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Subsequent Events

On January 6, 2023, the Company held a Special Meeting of Stockholders whereby several matters were voted on related to extending the time to consummate a Business Combination until July 11, 2023. In advance of the meeting, holders of Western common stock subject to redemption rights were given the opportunity to tender their shares in exchange for their pro-rata share of the Trust Account in accordance with a process described in our Initial Public Offering S-1 filing and a Schedule 14A Proxy Statement. As a result, 10,729,779 shares were redeemed in exchange for $109,436,586. In advance of such redemption, the Company withdrew $525,000 from the Trust Account in order to pay Delaware Franchise Tax and Federal Income tax as provided for under the terms of our S-1 and trust agreement. Stockholder votes were sufficient to approve the extension of time in which Western can work to conclude the Business Combination with Cycurion.

On July 9, 2023, the Company voted upon and approved a Second Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment. The Second Amendment Agreements permit an extension of the date by which the Company must consummate a business combination to January 11, 2024 upon the payment of a nominal fee of $100. Notwithstanding, the Company will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders if Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023.

In connection with the planned Business Combination with Cycurion, the Company entered into a Forward Securities Purchase Agreement (“FSPA”) with one of the members of the Sponsor, whereby 300,000 shares of our common stock were purchased by such member, who has agreed under terms of the FSPA not to redeem such shares prior to the consummation of the extension or Business Combination.

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INFORMATION ABOUT CYCURION

This summary contains certain information about us, this Offering, and selected information contained in this Prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the Shares. For a more complete understanding of the Company and this Offering, please read and consider the more detailed information in the Form S-1 and this Prospectus that we filed with the Commission, including “Risk Factors” and the financial statement and related notes. Unless we specify otherwise, all references in this Prospectus to “we,” “our,” “us,” and the “Company” refer to Cycurion, Inc. and our subsidiaries.

Company Overview

We were originally incorporated as KAE Holdings, Inc., under the laws of the State of Delaware in October 2017, with the purpose of acquiring and holding operating entities in the cybersecurity industry. On July 14, 2020, we changed our corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc.

We have three wholly-owned subsidiaries: (i) Axxum Technologies LLC (“Axxum”), a Virginia limited liability company formed in December 2006, (ii) Cloudburst Security LLC (“Cloudburst”), a Virginia limited liability company formed in January 2007, and (iii) Cycurion Innovation, Inc., a Delaware corporation formed in September 2021, in connection with our acquisition of assets from Sabres Security Ltd. (“Sabres”), a leading Israeli-based cyber security provider.

In December 2021, we entered into an assignment agreement (the “SLG Assignment Agreement”) with SLG Innovation Inc. (“SLG”), an Illinois corporation formed in January 2010, pursuant to which SLG agreed to assign to us certain of the state and local government contracts regarding which we have been serving as its subcontractor. In connection with the transactions contemplated by the SLG Assignment Agreement, we currently intend to form a new wholly-owned subsidiary. SLG is fully bound by the terms and provisions of the SLG Assignment Agreement, although we are permitted to terminate the SLG Assignment Agreement and to abandon the transactions contemplated thereby any time for any reason or for no reason prior to the Commitment Date of March 31, 2022, with no further obligations on our part. As of the date of this Prospectus, although we reserve the right to modify the terms and provisions of the SLG Assignment Agreement, we do not currently expect to terminate it and currently expect to close the transactions contemplated by it during the first calendar quarter of 2022. Each of the agreements that SLG has agreed to assign to us has a provision that provides the counterparty to such agreement with a right to approve an assignment prior to its effectiveness. If an approval is not forthcoming, then the provisions of the SLG Assignment Agreement permit us to reject the assignment of that specific agreement. Upon such occurrence, SLG and we would reduce the consideration that we would otherwise tender to SLG.

The SLG Assignment Agreement superseded our now canceled May 2021 Agreement and Plan of Merger (the “Canceled SLG Acquisition Agreement”) with SLG, under which we would have acquired SLG’s assets and certain of its liabilities. Similar to the SLG Assignment Agreement, our counterparties were bound to the transactions contemplated by the Canceled SLG Acquisition Agreement and we were specifically permitted to terminate the Canceled SLG Acquisition Agreement and to abandon the transactions contemplated thereby for any reason or for no reason in our sole and absolute discretion prior to the Commitment Date of December 31, 2021, with no further obligations on our part.

Our Business

Cycurion provides precision innovative custom solutions for your organization by adapting our superior knowledge base and government-level experience to create dynamic solutions to best serve our client’s information technology and cybersecurity needs. We assess, secure, and advise your organization by leveraging our government proven, cutting edge techniques, custom tools, and extensively knowledgeable personnel to revolutionize the client’s cybersecurity posture.

Cycurion is committed to surpassing expectations and delivering incomparable value to our clients and partners. We achieve this goal by providing Network Communications and Information Technology Security services and solutions that are custom-tailored to your environment, as well as your level of need. Cycurion is built on a foundation of experts in Network Communications and Information Technology who possess unrivaled security expertise and experience. We are committed to hiring the most knowledgeable professionals in order to expand and reinforce our team of experts, leveraging world-class talent to improve and expand upon our already vast understanding of this environment. We pride ourselves on having the capability and resources to successfully implement a management strategy that delivers the solutions you need to stay within budget and on schedule.

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We deliver high-quality, cybersecurity solutions to federal government civilian, defense, and judicial agencies in addition to commercial clients across a variety of industries. We, through our operating subsidiaries and strategic partnerships, have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers.

Our Subsidiaries

Axxum Technologies LLC

Organized in the Commonwealth of Virginia on December 29, 2006, Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the Department of Homeland Security (“DHS”). We acquired Axxum in November 2017. Following our acquisition, we continued Axxum’s core operations of providing contractor services to its existing federal government customer base, while leveraging our existing processes and tools to expand its commercial footprint.

Axxum has the specialized skills and experience to provide a strategy and tactics to help organizations defend against cyber-attacks and implement a secure network infrastructure. Our team has extensive experience implementing cybersecurity solutions against internal and external threats to the health of our clients’ networks. Axxum’s information security focus produces several key benefits:

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Agile Client Focus: Axxum’s projects are overseen directly by its program managers, all of whom have information security backgrounds and are fully authorized to promptly implement client requirements throughout the performance life cycle.

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Streamlined and Process Focused: Axxum’s streamlined infrastructure leverages ISO quality standards integrated with emerging and established technologies, allowing it to engineer innovative solutions without building in excessive overhead.

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Outstanding Personnel: Axxum has a reputation of employing cybersecurity experts.

Cloudburst Security LLC

Organized in the Commonwealth of Virginia on January 12, 2007, Cloudburst specializes in providing a full spectrum of high-quality, innovative cybersecurity services to both government and commercial organizations, such as banking and financial; education and schools; energy; critical infrastructure and supervisory control and data acquisition (“SCADA”); healthcare; and manufacturing. Cloudburst’s mission is to help our clients — of all sizes and mission types — protect their integral data and information assets, so that they can focus on their core competencies.

We focus on providing tailored solutions that leverage the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving cyber threats. We acquired Cloudburst in April 2019.

Cycurion Innovation, Inc.

Our Cycurion Security Platform’s line of products allows our customers to improve their cyber posture with its Multi-Dimensional Protection (“MDP”) SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s proprietary, cloud-based artificial intelligence (“AI”) algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

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Subcontractor — prime contractor relationship

SLG Innovation, Inc.

We are currently a subcontractor for several keystone contracts held by SLG. The SLG team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of Governments Agencies and Healthcare organizations across the country.

The SLG team has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The team of professionals has successfully delivered Information Technology, Project Management, and Subject Matter Services to key health and human service projects, including, but not limited to, state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.

We established a subcontractor — prime contractor relationship with SLG in fall 2017, where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and University of Illinois in support of SLG.

SLG Acquisition Agreement

On April 25, 2023, SLG and we executed a Term Sheet (the “SLG Term Sheet”), pursuant to which SLG agreed to be acquired by us. The Term Sheet contained all of the material terms and conditions of two proposed interrelated transactions. To effectuate the two transactions contemplated by the SLG Term Sheet, we will form two subsidiaries, which, upon formation, will initially be wholly owned by us. If, when, and as the transactions contemplated by the Term Sheet are consummated, SLG would merge with and into one of the subsidiaries and survive, thereby becoming a wholly-owned subsidiary of ours. Because certain of the agreements to which SLG is the prime contractor require that the majority owner of the prime contractor be a resident of the City of Chicago or of Cook County (depending on the contract), contemporaneously with the consummation of the first of the two transactions, (i) SLG will divest itself of those agreements with the residency requirements, (ii) the second newly formed subsidiary will assume those agreements, (iii) we will assign to Mr. Ed Burns a 51% interest in that newly formed subsidiary, and (iv) that subsidiary and we will enter into a Management Agreement, the economic terms and management/control terms of which are intended to be the equivalent of complete ownership of that then 49% owned subsidiary. Mr. Ed Burns is currently the 51% owner of SLG and a resident of the City of Chicago. The SLG Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, the two current owners of SLG will be issued an aggregate of 996,355 shares of Cycurion common stock. Because the transactions contemplated by the SLG Term Sheet will not be consummated, if at all, until subsequent to the completion of the Business Combination, the equity to be received by the two current owners of SLG will be adjusted by the Cycurion common stock-into-shares of New Cycurion Common Stock ratio.

The SLG Term Sheet expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) December 31, 2023, if the transactions contemplated thereby have not closed by then, (iii) Cycurion’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion may terminate its obligations under the SLG Term Sheet and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and including November 30, 2023. The SLG Term Sheet consensually superseded our previous “unidirectional” agreements with SLG. As of the date of this Prospectus, we do not currently expect to terminate the transactions contemplated by the SLG Term Sheet and currently expect to close the transactions contemplated by it during the first calendar quarter of 2024.

The foregoing brief summary description of certain terms and provisions of the SLG Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG Term Sheet, a copy of which is attached to this Registration Statement on Form S-4 as Exhibit 10.21. Readers are encouraged to read that Exhibit in full for a more comprehensive understanding of the transaction contemplated by the SLG Term Sheet.

RCR Technology Corporation (“RCR”) performs certain services for SLG in its role as an SLG subcontractor and, in that context, became a creditor of SLG. In connection with the transactions contemplated by the SLG Term Sheet, on April 25, 2023, Cycurion and RCR also entered into a term sheet (the RCR Term Sheet”) for a distinct, but related transaction. The RCR Term Sheet contemplates a transaction, pursuant to which RCR will sell to Cycurion all of the accounts receivable of SLG in favor of RCR (but for those accounts that are less than 90 days old as of the date of consummation of the contemplated transaction). The consummation

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of the transactions contemplated by the RCR Term Sheet is contingent upon the consummation of the transactions contemplated by the SLG Term Sheet. The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued an aggregate of 486,026 shares of Cycurion common stock. Because the transactions contemplated by the RCR Term Sheet will not be consummated, if at all, until subsequent to the completion of the Business Combination, the equity to be received by RCR will be adjusted by the Cycurion common stock-into-shares of New Cycurion Common Stock ratio.

Further, the RCR Term Sheet expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) December 31, 2023, if the transactions contemplated thereby have not closed by then, (iii) Cycurion’s termination thereof, and (iv) the mutual termination by all of the parties thereto. Notwithstanding anything to the contrary contained therein, Cycurion may terminate its obligations under the RCR Term Sheet and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and including November 30, 2023.

The foregoing brief summary description of certain terms and provisions of the RCR Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the RCR Term Sheet, a copy of which is attached to this Registration Statement on Form S-4 as Exhibit 10.22. Readers are encouraged to read that Exhibit in full for a more comprehensive understanding of the transaction contemplated by the RCR Term Sheet.

Acquisition of Technology

Our Cycurion Security Platform’s (formerly Sabres’) line of products allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s (formerly Sabres’) proprietary, cloud-based AI algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

Properties

We do not own any properties. Our principal executive office is approximately 5,300 square feet and is located at 1749 Old Meadow Road, Suite 500, McLean, Virginia 22102. Our executive office is shared with our subsidiaries, and houses our management team, cybersecurity engineers, support staff, and sales and customer service teams. We lease the space from Scandium, LLC for a monthly base rent of approximately $9,700. The lease is for a term of four years and expires in December 2023.

Due to the nature of our business and the professional services we offer, a majority of our employees work on client sites or remotely. Our offices do not require any state or regulatory permits. We currently believe that our existing facilities are suitable, but we may need additional space in the future to accommodate our anticipated growth. We believe that such space will be available to us when required and on commercially reasonable terms.

Legal Proceedings

On October 30, 2020, the former owners of Cloudburst filed a Complaint in the Circuit Court of Fairfax County, Commonwealth of Virginia, styled, Andrea Suzara Bennett and Adam W. Bennett Plaintiffs v. KAE Holdings, Inc., Case No. 2020 17025. In the Complaint, plaintiffs alleged the following counts: Breach of Contract — Andrea Bennett and Breach of Contract — Adam Bennett. Plaintiffs are seeking compensatory damages in the aggregate amount of approximately $1,000,000 plus interest. On January 15, 2021, we answered the Complaint, denied the allegations, and alleged certain counterclaims: (i) Breach of Contract — all Counterclaim Defendants, (ii) Fraudulent Inducement — All Counterclaim Defendants, and (iii) Breach of Contract — Adam Bennett. We are

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seeking damages in an amount to be determined at trial, but no less than $2,800,000, recission of the promissory notes that we issued in connection with our purchase of Cloudburst from the plaintiffs, punitive damages of $350,000, and temporary and permanent injunctive relief. This litigation is at an early stage and no prediction as to its eventual outcome can currently be made; however, we believe Plaintiffs’ allegations to be without merit and we believe that we are entitled to the relief requested in our counterclaims.

We know of no other material pending legal proceedings to which we or any of our subsidiaries is a party or to which any of our assets or properties, or the assets or properties of any of our subsidiaries, are subject and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Corporate Information

Our principal executive office is located at 1749 Old Meadow Road, Suite 500, McLean, Virginia 22102, and our telephone number is (703) 854-1652. Our website address is www.cycurion.com. Axxum’s website address is www.axxumtech.com. Cloudburst’s website address is www.cloudburstsecurity.com. Information on or accessed through any of these websites is not incorporated into this Prospectus and is not a part of this Prospectus.

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EXECUTIVE OFFICERS AND DIRECTORS OF CYCURION

Throughout this section, unless otherwise noted, “we,” “us,” “Cycurion,” and the “Company” refer to Cycurion, Inc.

Directors and Executive Officers

Each of our directors holds office until the next annual meeting of our stockholders or until his or her successor has been elected and qualified, or until his or her death, resignation, or removal. Our executive officers are appointed by, and serve at the pleasure of, our Board and hold office until his or her death, resignation, or removal from office. The executive officers have been appointed based on their qualifications, including their prior leadership history with other companies, strategic vision, and potential contributions to our growth and profitability.

Our directors and executive officers, their positions held, and duration of such, are as follows:


Name	Age	Position	Date First Appointed or Elected
Emmit McHenry	80	Chairman of the Board of Directors	October 4, 2017
L. Kevin Kelly	57	Chief Executive Officer	January 25, 2023
Jeff Hunter	57	President and Chief Operating Officer	October 1, 2023
Alvin McCoy, III	55	Chief Financial Officer and Director	October 4, 2017
Kurt McHenry	52	Director	October 4, 2017

Business Experience

The following is a brief overview of the education and business experience of each of our directors and executive officers during at least the past five years, including their respective principal occupations or employment during the period, the name and principal business organization by which they were respectively employed, and certain of their respective directorships:

Emmit McHenry, Chairman of the Board

Emmit McHenry has served as our Chairman of the Board since October 4, 2017, and also served as our Chief Executive Officer until January 25, 2023. Prior to joining the Company, Mr. McHenry was a founding Principal of Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer. Earlier in his career, Mr. McHenry founded and developed several other companies us, including NetCom Solutions International, Inc. and Network Solutions, Inc, the internet domain service provider. In addition, he has held management positions with International Business Machines (IBM), Connecticut General Life Insurance Company (now, CIGNA), Union Mutual, and Allstate Insurance Company, where he served in several positions, including Regional Vice President for the five northwestern states (Idaho, Oregon, Washington, Alaska, and Hawaii).

L. Kevin Kelly, Chief Executive Officer

L. Kevin Kelly has served as our Chief Executive Officer since January 25, 2023, and will serve in that role until the earlier of 10 days after the Closing or December 31, 2023. From March 2015, he was the Chief Executive of Halo Privacy, a Chicago, Illinois-based cyber security organization that focuses on digital security solutions for high-profile individuals and Fortune 500 companies. In 2014 and 2015, he was the Chief Executive Officer and President for the North American operations of Asia Pulp & Paper, an Asian-based pulp and paper entity that ranks as one of the largest in the world. Mr. Kelly’s career also included 16 years with Heidrick & Struggles International Incorporated, a world-wide premier executive search firm; during the last [●] years of his tenure ending in 2013, he served as its Chief Executive Officer. For the 16 months prior to his employment with Halo Privacy, Mr. Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS Group AB, a Swedish-headquartered global professional services firm. Mr. Kelly earned his Bachelor of Science from George Mason University and his Master of Business Administration from Duke University – The Fuqua School of Business, on whose Board of Advisors he presently sits.

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Alvin McCoy, III, Chief Financial Officer and Director

Alvin McCoy, III has served as our Chief Financial Officer and a director since October 4, 2017. Prior to joining the Company, Mr. McCoy served as a Managing Partner at Quantum Capital Partners, LLC (“Quantum Capital Partners”), a merchant banking firm that specialized in corporate financial advisory, real estate advisory, and niche structured finance transactions from 2004. He specialized in advising middle market companies with strategic financial management and M&A activity. Prior to his role at Quantum Capital Partners, Mr. McCoy was the President and Chief Executive Officer of The McCoy Group, LLC, providing interim CFO services, capital raising and strategic advice to middle market and early-stage companies. Prior to this, Mr. McCoy served in several management positions at Merrill Lynch, Pierce, Fenner & Smith Incorporated’s Sales and Trading and Structured Finance groups from 1994 to 1999.

Mr. McCoy earned a Bachelor of Arts in Economics and History from Bucknell University and a Master of Business Administration from Duke University – The Fuqua School of Business. He was the Chairman of the Board for Lafayette Federal Credit Union, a $560 million financial institution that serves the Washington DC market, and also served on the Board of Directors of Potomac Business Services, LLC, a commercial real estate underwriting, lending, and servicing organization with over $5 billion in assets that represents financial institutions. Mr. McCoy served on the Board of Directors of the Bucknell Alumni Association and has been active in the Junior Achievement Mentoring Program. We believe that Mr. McCoy is qualified to serve on our Board because of his extensive investment banking and financial experience working with both middle market and large organizations across various industry sectors.

Kurt McHenry, President, Chief Operating Officer, and Director

Kurt McHenry has served as one of our directors since October 4, 2017 and as our President and Chief Operating Officer from October 4, 2017 to October [●] 2023. When he ceased being an executive officer of ours, he became Director, Technical Consulting for Amentum Services, Inc. Prior to joining the Company, Mr. McHenry was a founding Principal of Archura, LLC, in 2006, and held the positions of President and Chief Operating Officer. Mr. McHenry previously served as President and Chief Operating Officer of NetCom Solutions International, Inc. Prior to that, he held various sales and marketing positions at AT&T Global Information Systems and NCR Corporation.

Family Relationships

We have identified one family relationship among our executive officers and directors. Our Chairman of the Board and Chief Executive Officer, Emmit McHenry, is the father of one of our directors and our former President and Chief Operating Officer, Kurt McHenry. There are no other family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our executive officers or directors has been involved in any of the following events during the past ten years:

(a)

Any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

(b)

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c)

Being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,

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leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association, or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (ii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(d)

Being the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

(e)

Being found by a court of competent jurisdiction (in a civil action), the Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the omission has not been reversed, suspended, or vacated;

(f)

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;

(g)

Being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(h)

Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION OF CYCURION

The following table sets forth certain compensation awarded to, earned by, or paid to the following “named executive officers,” which term is defined as follows:

(a)

All individuals serving as one of our principal executive officers during our fiscal year ended December 31, 2022; and

(b)

Each of our two other most highly compensated executive officers who were serving at the end of our 2022 fiscal year.


					Option	All Other
	Fiscal	Salary		Bonus	Awards	Compensation	Total
Name and Principal Position	Year	($)		($)	($)	($)	($)
Emmit McHenry	2022	$	144,375	—	—		$	144,375
Chief Executive Officer and Chairman of the Board	2021	$	126,000				$	126,000
	2020	$	120,000				$	120,000
Alvin McCoy, III	2022	$	114,375	—	—		$	114,375
Chief Financial Officer, Director	2021	$	96,000				$	96,000
	2020	$	90,000				$	90,000
Kurt McHenry	2022	$	90,375	—	—		$	90,375
President, Chief Operating Officer, Director*	2021	$	90,000				$	90,000
	2020	$	172,500				$	172,500

*	Mr. McHenry resigned as our President and Chief Operating Officer September 16, 2023.

Outstanding Equity Awards at Fiscal Year-End

We did not have any option awards or unvested stock awards outstanding as of December 31, 2022.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

Other than as disclosed below, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement, or other termination of our directors or executive officers, or a change in control of our Company or a change in our directors’ or executive officers’ responsibilities following a change in control.

Each officer and director is entitled to a payment upon termination pursuant to the terms of their respective employment agreements. If the officer’s employment is terminated by us “without cause” or by the officer for “good reason” (each term as defined in the employment agreement), we are obligated to pay to the officer (i) his base salary and any bonus earned and/or accrued, but unpaid through the date of termination (“Base Bonus”), (ii) a pro rata portion of the officer’s annual bonus for the fiscal year in which the officer’s termination occurs in an amount at least equal to (1) the officer’s target bonus amount, multiplied by (2) a fraction, the numerator of which is the number of days in the fiscal year in which the termination occurs through the date of termination and the denominator of which is 365 (the “Pro-Rated Bonus”), and (iii) any accrued vacation pay. We are also obligated to continue, for a period of six months following the date of termination, medical, hospitalization, dental, and life insurance programs in which the officer and his dependents were participating immediately prior to the date of termination (the “Continued Benefits”).

If the officer’s employment is terminated by us for “cause” or by the officer “without good cause” (each term as defined in the employment agreement), we are obligated to pay to the officer (i) his base salary through the date of termination and (ii) any accrued vacation pay. If the officer’s employment is terminated for “disability” (as that term is defined in the employment agreement), we are obligated to pay to the officer (i) his base salary and his Base Bonus through the date of termination, (ii) his Pro-Rated Bonus, and (iii) any accrued vacation pay. We are also obligated to continue, for a period of one year following the date of termination, the Continued Benefits.

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If the officer’s employment is terminated by reason of death, we are obligated to pay to his beneficiaries, legal representatives, or estate, as the case may be, (i) his base salary through the date of termination, (ii) his Pro-Rated Bonus, and (iii) his accrued vacation pay. We are also obligated to continue, for a period of two years following the date of termination, the Continued Benefits, for the benefit of the officer’s spouse and dependents.

Director Compensation

We currently have no non-employee directors.

For the fiscal year ended December 31, 2022, we did not pay or accrue any fees to our then-four non-employee directors, nor did we grant them any stock awards, option awards, non-equity incentive plan compensation, nonqualified deferred compensation, or any other compensation. Messrs. E. McHenry, McCoy, and K. McHenry did not receive any compensation for their services as directors.

Golden Parachute Compensation

For a description of the terms of any agreement or understanding, whether written or unwritten, between any officer or director and us concerning any type of compensation, whether present, deferred, or contingent, that will be based on or otherwise will relate to an acquisition, merger, consolidation, sale, or other type of disposition of all or substantially all assets of our Company, see above under the heading “Executive Compensation,” “Director Summary Compensation Table,” and “Narrative Discussion on Director Compensation.”

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MANAGEMENT OF NEW CYCURION AFTER THE BUSINESS COMBINATION

The following table sets forth the executive officers and directors of New Cycurion after the business combination:


Name	Age	Position
Emmit McHenry	80	Chairman of the Board of Directors
Alvin McCoy, III	54	Chief Financial Officer and Director
L. Kevin Kelly	57	Chief Executive Officer
Jeff Hunter	57	President and Chief Operating Officer
Kurt McHenry	52	Director
Stephen Christoffersen	38	Director

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

Throughout this section, unless otherwise noted, “we,” “our,” “us,” “Cycurion” and the “Company” refer to Cycurion, Inc.

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in this proxy statement/prospectus. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this proxy statement/prospectus, particularly under the “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” sections.

Management’s plans and basis of presentation:

We were incorporated in Delaware in 2017 as KAE Holdings, Inc, with the purpose of acquiring operating entities in the cybersecurity industry.

Effective July 14, 2020, we changed our corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on April 24, 2021, to Cycurion, Inc.

Our Business

We deliver high-quality, cybersecurity solutions to federal government civilian, defense, and judiciary agencies in addition to commercial clients across a variety of industries. We, through our operating subsidiaries and strategic partnerships, have numerous prime and subcontracts with key government agencies. Our growth engine is driven by organic business solutions and strategic acquisitions of cyber/infrastructure service providers.

Our Subsidiaries

Axxum Technologies LLC

Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the DHS. We acquired Axxum in November 2017. Following the acquisition, we continued Axxum’s core operations of providing contractor services to its existing federal government customer base while leveraging our existing processes and tools to expand its commercial footprint.

Axxum’s information security focus produces several key benefits:

●

Agile Client Focus: Axxum’s projects are overseen directly by its program managers, all of whom have information security backgrounds and are fully authorized to promptly implement client requirements throughout the performance life cycle.

●

Streamlined and Process Focused: Axxum’s streamlined infrastructure leverages ISO quality standards integrated with emerging and established technologies, allowing it to engineer innovative solutions without building in excessive overhead.

●

Outstanding Personnel: Axxum has a reputation of employing cybersecurity experts.

Cloudburst Security LLC

Cloudburst is a cybersecurity provider with successful assignments within highly sensitive government agencies and other commercial organizations. We acquired Cloudburst in April 2019. Following the acquisition, we continued Cloudburst’s core operations of providing mission-critical and highly sensitive government agencies and other commercial organizations with high-quality, innovative cybersecurity services. Cloudburst focuses on providing tailored solutions that leverage the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving cyber threats.

Cycurion Innovation was formed in connection with our acquisition of assets from Sabres, a leading Israeli-based cyber security provider. It operates our Cycurion Security Platform's line of products that allows our customers to improve their cyber posture with its MDP SaaS platform. This platform efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Bot Mitigation is the reduction of risk to applications, Application Program

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Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing.

Subcontractor — Prime contractor relationship

SLG Innovation, Inc.

We are currently a subcontractor for several keystone contracts held by SLG. The SLG team has an average of over 25 years of experience in the development, planning, implementation, and management of information systems. SLG’s leadership team offers years of combined success in answering the needs of government agencies and Healthcare organizations across the country.

The SLG team has worked nationally, as it has served over 25 Department of Health and Human Services agencies, all 50 state governments, and over 250 local governments. Since SLG’s inception, it has primarily focused on customers in the middle of the country. The team of professionals has successfully delivered Information Technology, Project Management, and Subject Matter Services to key health and human service projects, including, but not limited to, state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, the University of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.

We established a subcontractor—prime contractor relationship with SLG in the fall of 2019, where we serviced several government agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and the University of Illinois in support of SLG. Axxum Technologies and SLG Innovation that relationship in 2020. A subcontractor offers its specialized services to a prime contractor. Unlike prime contractors, who focus on the managerial side of the government contract, subcontractors tend to dedicate their efforts to lending subject matter expertise and delivery of service to the project. Technically strong subcontractors, along with a strong subcontractor plan are essential to boost the success of a project.

As a result of the strong technical skills and experience of the cyber teams at Cycurion and its subsidiaries, SLG Innovation entered into a Master Services Agreement (MSA) with Axxum Technologies to provide services to SLG customers. The MSA is task order driven and the number of task orders is modified periodically depending on actual customer requirements for IT and Cybersecurity services. Over the last three years, Axxum Technologies has assisted SLG Innovation in growing its revenue and customer base. As a result, SLG Innovation now represents a majority of Cycurion revenues.

SLG Acquisition Assignment

Our revenues from SLG in our 2022 and 2021 fiscal years were $[●] and $[●], respectively. The types of agreements to which SLG is a party are discussed under the heading “Our Business — Key Clients and Historical Performance.” From our perspective, a major benefit to us of the potential transaction contemplated by the SLG Term Sheet, as described below, would be that we could “piggyback” on SLG’s historical relationships with the various contracting governmental agencies in our bidding on future potential agreements. It is axiomatic in the governmental contracting arena in which we are involved that past performance on customer assignments as the prime contractor is one of the more important qualifications in competing for new opportunities within the federal government. We believe that our acquisition of SLG, if that transaction is closed by us, would yield such “past performance” qualifications.

On April 25, 2023, SLG and we executed a Term Sheet (the “SLG Term Sheet”), pursuant to which SLG agreed to be acquired by us. The Term Sheet contained all of the material terms and conditions of two proposed interrelated transactions. To effectuate the two transactions contemplated by the SLG Term Sheet, we will form two subsidiaries, which, upon formation, will initially be wholly owned by us. If, when, and as the transactions contemplated by the Term Sheet are consummated, SLG would merge with and into one of the subsidiaries and survive, thereby becoming a wholly-owned subsidiary of ours. Because certain of the agreements to which SLG is the prime contractor require that the majority owner of the prime contractor be a resident of the City of Chicago or of Cook County (depending on the contract), contemporaneously with the consummation of the first of the two transactions, (i) SLG will divest itself of those agreements with the residency requirements, (ii) the second newly formed subsidiary will assume those agreements, (iii) we will assign to Mr. Ed Burns a 51% interest in that newly formed subsidiary, and (iv) that subsidiary and we will enter into a Management Agreement, the economic terms and management/ control terms of which are intended to be the equivalent of complete ownership of that then 49% owned subsidiary. Mr. Ed Burns is currently the 51% owner of SLG and a resident of the City of Chicago. The SLG Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, the two current owners of SLG will be issued an aggregate of 996,355 shares of Cycurion common stock. Because the transactions contemplated by the SLG

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Term Sheet will not be consummated, if at all, until subsequent to the completion of the Business Combination, the equity to be received by the two current owners of SLG will be adjusted by the Cycurion common stock-into-New Cycurion Common Stock ratio.

RCR Technology Corporation (“RCR”) performs certain services for SLG in its role as an SLG subcontractor and, in that context, became a creditor of SLG. In connection with the transactions contemplated by the SLG Term Sheet, on April 25, 2023, Cycurion and RCR also entered into a term sheet (the RCR Term Sheet”) for a distinct, but related transaction. The RCR Term Sheet contemplates a transaction, pursuant to which RCR will sell to Cycurion all of the accounts receivable of SLG in favor of RCR (but for those accounts that are less than 90 days old as of the date of consummation of the contemplated transaction). The consummation of the transactions contemplated by the RCR Term Sheet is contingent upon the consummation of the transactions contemplated by the SLG Term Sheet. The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued an aggregate of 486,026 shares of Cycurion common stock. Because the transactions contemplated by the RCR Term Sheet will not be consummated, if at all, until subsequent to the completion of the Business Combination, the equity to be received by RCR will be adjusted by the Cycurion common stock-into-New Cycurion Common Stock ratio.

Acquisition of Technology

Sabres SaaS Asset Purchase

On August 17, 2021, we entered into an asset purchase agreement to acquire certain technology assets of Sabres, a leading Israeli-based cyber security provider. As part of the asset purchase agreement, we acquired Multi-Dimensional Protection, Web Application Firewall and Bot Mitigation SaaS platforms, and their associated intellectual property. As consideration for the acquired technology assets, we tendered 1,802,444 restricted shares of our Common Stock to Sabres that we valued at approximately $1,824,000. In addition to the issuance of such shares, we are also contingently obligated for certain prospective earn-out payments, as follows: for every incremental increase of $250,000 (starting at $0 on August 17, 2021) of gross sales generated by the technology assets that we acquired, we are to deliver $250,000 of additional restricted shares of our Common Stock until the earlier of August 17, 2027 or the issuance of $5,000,000 of such additional shares. The transaction closed on September 30, 2021, and we intend to integrate the SaaS platforms into our existing services offerings.

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Interfaces (APIs), and backend services from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing. The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions of businesses experience each year. Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers of security and generate new security layers in real time in response to emerging threats. This process is directed by our Cycurion Security Platform’s proprietary, cloud-based AI algorithm. Crucially, the AI underpinning the MDP platform is constantly evolving to counter new threats. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

Our Cycurion Security Platform’s (formerly Sabres’) line of products provides solutions for substantially all web application security needs. These products provide solutions, whether a client is in need of a web application firewall to comply with regulations and ensure it has a first line of defense against the hazards that the internet can present or is in need of enterprise-level products that empower Security Operations Center (SOC) teams and security management. Our Cycurion Security Platform’s constantly survey a client’s data to detect security issues in need of attention, send automatic updates, and provide the client with a complete database of rules and threats.


●	Multi-Dimensional Protection (MDP)	●	On-premises option
●	Dual-Layered Defense (WAF/Bot Mitigation)	●	Advanced Security Information and Event Management (SIEM) dashboard
●	AI-enabled	●	Ongoing reporting and alerts
●	No delays for the end-user	●	Can connect to any existing WAF
●	Easy installation on all platforms	●	Exceptional penetration testing results
●	No downtime for updating	●	No hardware required
●	Cloud-based	●	Biometric WAF

We plan to integrate the technology assets that we acquired from Sabres (which now constitutes our Cycurion Security Platform) into our Managed Security Services Practice. We believe that the platform will enhance our service offerings and assist with the expansion of our commercial business. The Sabres platform will be managed by our dedicated support team, and will provide real time reporting, response to security incidents, and will manage all data privacy needs from a single SIEM SaaS platform dashboard.

Results of Operations for the years ended December 31, 2022 and 2021


	Years Ended December 31,
	2022		2021
Revenue	$	16,600,300	$	16,879,311
Cost of revenue		14,209,489		14,528,846
Gross profit		2,390,832		2,350,465
Selling, general and administrative		(2,557,404)		(2,179,656)
Interest and other expenses		(1,371,236)		31,836
Net income/loss	$	(1,538,013)	$	190,325

Revenue

Revenues for the year ended December 31, 2022 were $16,600,330, as compared to $16,879,311 for the year ended December 31, 2021, an increase of $278,981, representing 1.65% decrease in revenues.

This decrease in the revenues for the year ended December 31, 2022 is attributed to the decline of key business segments and termination of certain federal contracts, partially offset by new state and local government business.

Cost of Revenue

The cost of revenue for the year ended December 31, 2022, was approximately $14,209,498, nearly all of which is related to costs incurred while delivering services to our customers and expansion of our employee base.to address our business growth. Conversely, the cost of revenue for the year ended December 31, 2021, was approximately $14,528,846, nearly all of which is related to costs

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incurred while servicing our contracts, including contractual and servicing obligations with our employees and contractors. This $319,348 (2.20%) decrease in the cost of revenues is directly attributable to lower contractor related expenses.

Research and Development

We did not have any Research and Development expenses for the years ended December 31, 2022 and December 31, 2021.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses were $2,557,404 and $2,179,656 for the years ended December 31, 2022 and 2021, respectively. This $377,748 increase in SG&A expenses is primarily due to increased legal, administrative, and consulting fees in the 2022 fiscal year.

Interest and Other Expense

Interest and other expense was approximately $(1,371,808) and $31,836 for the years ended December 31, 2022 and 2021, respectively. These expenses for the year ended December 31, 2022 include $1,062,692 in interest-related expenses and losses, related to the payment of our bank instrument, and other loan obligations.

Cash Flows


	The Years Ended December 31,
	2022		2021
Cash and cash equivalents at the beginning of the period	$	666,554	$	277,168
Net cash provided by (used in) operating activities		(2,849,045)		(3,259)
Net cash used in investing activities		(671,146)		(761,073)
Net cash provided by financing activities		2,949,822		1,153,718
Cash and cash equivalents at the end of the period	$	96,185	$	666,554

Operating Activities

For the year ended December 31, 2022, net cash used by operating activities was $2,849,045, which included $1,538,013 in net losses, $1,600,000 decrease in accounts receivable, $451,954 decrease in deferred revenue, and $519,954 decrease in accounts and other payables. We also incurred a non-cash adjustment in depreciation of $94,730 and a $750,000 decrease in settlement of bad debt.

For the year ended December 31, 2021, net cash provided by operating activities was $3,259, which included $190,325 in net profit, $348,967 increase in accounts receivable, $134,836 decrease in deferred revenue, and $375,814 increase in accounts and other payables. We also incurred a non-cash adjustment in depreciation of $18,422 and a $920,200 decrease in from the settlement of debt.

Investing Activities

For the year ended December 31, 2022, net cash used in investing activities was approximately $671,146. This included $0 in net cash used as a refundable deposit, and $671,146 used in the purchase of equipment.

For the year ended December 31, 2021, net cash used in investing activities was approximately $761,073. This included $598,077 in net cash used as a refundable deposit related to the acquisition of Cloudburst, and $162,996 used in the purchase of equipment.

Financing Activities

For the year ended December 31, 2022, net cash provided by financing activities was $2,949,822. The net cash provided includes $3,405,000 in proceeds from loans and notes payables, $875,000 used in the repayment of bank borrowings and $949,822 in net proceeds from lines of credit.

For the year ended December 31, 2021, net cash provided by financing activities was $1,153,718. The net cash provided includes $1,412,369 in proceeds from private placement, $750,000 used in the repayment of bank borrowings and $400,000 used in proceeds from loans payable.

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Liquidity and Capital Resources

Going Concern

We have incurred operating losses since inception through the end of our 2022 fiscal year, having had negative cash flow from operations. As of December 31, 2022, we had an accumulated deficit of approximately $2,335,949, a decline compared to our accumulated deficit of approximately $797,936 at December 31, 2021. The decline was the result of losses incurred during our fiscal year 2022. Furthermore, we expect possible, significant operating losses for the next few years. We also utilized cash in operations of approximately $2,849,045 in the twelve months ended December 31, 2022. As of December 31, 2022, we had unrestricted cash of approximately $96 thousand, a decrease of $570 thousand from approximately $666 thousand at December 31, 2021. As of December 31, 2022, our total assets increased to approximately $16.5 million from approximately $15.4 million at December 31, 2021, primarily due to a $1.7 million increase in our accounts receivable and a $600 thousand increase in our net fixed assets. Based on our current capital resources as of December 31, 2022, including our unrestricted cash and accounts receivable (net) of $4.4 million, we expect to be able to continue our operations for a minimum of 24 months as of the date of this prospectus. Nevertheless, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient, consistent cash flow from operations to meet the expected growth in our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.

Our consolidated financial statements have been prepared on a going concern basis, which implies we may not continue to meet our obligations and continue our operations for the next fiscal year. The continuation of our Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow.

There is no assurance that we will ever be consistently profitable or, notwithstanding our recent financing activities, that debt or equity financing will be available to us in the amounts, on terms, and at times deemed acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.

Revenue Recognition

We adopted the new revenue standard, ASC 606, on January 1, 2018, using the full retrospective approach. The adoption did not have an effect on 2022 or 2021 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

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For contracts where the period between when we transfer a promised good or service to the customer and when the customer pays is one year or less, we have elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component.

Our performance obligation is to provide a development service that enhances an asset that the customer controls. We receive upfront payments in advance of providing services and payment upon reaching milestones.

We are not able to reasonably measure the outcome of our performance obligations that are satisfied over time because we are in the early stages of the contracts. Therefore, the amount of performance that will be required in our contracts cannot be reliably estimated and we recognize revenue up to the amount of costs incurred.

Stock-based compensation

We measure and recognize compensation expense for all options based on the estimated fair value of the award on the grant date. We use the Black-Scholes option- pricing model to estimate the fair value of option awards. The fair value is recognized as expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. We recognize expense for awards where vesting is subject to a market or performance condition based on the derived service period. Expense for awards with performance conditions would be estimated and adjusted on a quarterly basis based upon our assessment of the probability that the performance condition will be met.

The determination of the grant date fair value of options using an option pricing model is affected principally by our estimated fair value of shares of our Common Stock and requires management to make a number of other assumptions, including the expected life of the option, the volatility of the underlying shares, the risk-free interest rate and expected dividends. The assumptions used in our Black-Scholes option-pricing model represent management’s best estimates at the time of measurement. These estimates are complex, involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. If any assumptions change, our stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

●

Fair Value of Common Stock. As our Common Stock has not historically been publicly traded, we estimated the fair value of our Common Stock. See “Fair Value of Common Stock” and “Common Stock Valuation Methodology” sections.

●

Expected Term. The expected term represents the period that our options are expected to be outstanding. We calculated the expected term using the simplified method for options based on the average of each option’s vesting term and the contractual period during which the option can be exercised, which is typically 10 years following the date of grant.

●

Expected Volatility. The expected volatility was based on the historical share volatility of several of our comparable publicly traded companies over a period of time equal to the expected term of the options, as we do not have any trading history to use the volatility of our Common Stock.

●

Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury securities with maturities appropriate for the term of the award.

●

Expected Dividend Yield. We have not paid dividends on our Common Stock nor do we expect to pay dividends in the foreseeable future.

Fair Value of Common Stock

Historically, for all periods prior to this offering, the fair values of the shares of Common Stock underlying our options were estimated on each grant date by our board of directors. In order to determine the fair value, our board of directors considered, among other things, contemporaneous valuations of our Common Stock and Preferred Stock prepared by unrelated third-party valuation firms in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Given the absence of a public trading market of our capital stock, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our Common Stock, including:

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●

Contemporaneous third-party valuations of our Common Stock;

●

The prices, rights, preferences, and privileges of our Preferred Stock relative to our Common Stock;

●

Our business, financial condition, and results of operations, including related industry trends affecting our operations;

●

The likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

●

The lack of marketability of our Common Stock;

●

The market performance of comparable publicly traded companies; and

●

U.S. and global economic and capital market conditions and outlook.

Critical accounting policies and significant judgments and estimates

Our financial statements are prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs, and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 2 to our consolidated financial statements for the years ended December 31, 2022 and 2021 for a description of our other significant accounting policies.

Recent accounting pronouncements

See Note 2 to our consolidated financial statements for the years ended December 31, 2022 and 2021 for a description of recent accounting pronouncements applicable to our financial statements.

Results of Operations for the three months ended June 30 2023 and 2022


	Three Months Ended June 30
	2023		2022
Revenue	$	3,873,818	$	3,788,406
Cost of revenue		3,349,936		3,303,464
Gross profit		523,882		484,942
Selling, general and administrative		592,518		747,057
Interest and other expenses		(945,387)		633,448
Net income/loss	$	(1,015,669)	$	371,333

Revenue

Revenues for the three months ended June 30, 2023, were $3,873,818, as compared to $3,788,406 for the three months ended June 30, 2022, an increase of $85,412, representing 2.25% increase in revenues.

This increase in the revenues for the three months ended June 30, 2023, is attributed to the addition of new federal, state and local contracts, partially offset by the conclusion of certain contracts.

Cost of Revenue

The cost of revenue for the three months ended June 30, 2023, was approximately $3,349,936, nearly all of which is related to costs incurred while delivering services to our customers and expansion of our employee base.to address our business growth. Conversely, the cost of revenue for the three months ended June 30, 2022, was approximately $3,303,464, nearly all of which is related to costs incurred while servicing our contracts, including contractual and servicing obligations with our employees and contractors. This $46,472 (1.41%) increase in the cost of revenues is directly attributable to new expenses brought about by the expansion of business customer base.

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Research and Development

We did not have any Research and Development expenses for the three months ended June 30, 2023 and the three months ended June 30, 2022.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses were $592,518 and $747,057 for the three months ended June 30, 2023 and 2022, respectively. This $154,539 (20.69%) decrease in SG&A expenses is primarily due to streamlining efforts in the legal, administrative, and consulting operations in the three months ended June 30, 2023.

Interest and Other Expenses

Interest and other expenses were approximately $945,387 for the three months ended June 30, 2023, while the Company had interest and other income of $633,448 for the three months ended June 30, 2022. The interest and other expenses for the three months ended June 30, 2023 include $851,380 in interest expense, $94,007 in other expense and no other income.

Results of Operations for the six months ended June 30, 2023 and 2022

	Six Months Ended June 30
	2023		2022
Revenue	$	7,439,923	$	8,136,188
Cost of revenue		6,571,625		6,974,973
Gross profit		868,298		1,161,215
Selling, general and administrative		1,225,285		1,396,638
Interest and other income		(1,298,197)		475,460
Net income/loss	$	(1,298,197)	$	475,460

Revenue

Revenues for the six months ended June 30, 2023 were $7,439,923, as compared to $8,136,188 for the six months ended June 30, 2022, a decrease of $696,265, representing 8.56% decrease in revenues.

This decrease in the revenues for the six months ended June 30, 2023 is attributed to the conclusion of certain contracts, which were offset by the addition of new federal, state and local contracts.

Cost of Revenue

The cost of revenue for the six months ended June 30, 2023, was approximately $6,571,625, nearly all of which is related to costs incurred while delivering services to our customers and expansion of our employee base to address our business growth. Conversely, the cost of revenue for the six months ended June 30, 2022, was approximately $6,974,973, nearly all of which is related to costs incurred while servicing our contracts, including contractual and servicing obligations with our employees and contractors. This $403,348 (5.78%) decrease in the cost of revenues is directly attributable to new expenses brought about by the expansion of business customer base.

Research and Development

We did not have any Research and Development expenses for the six months ended June 30, 2023 and the six months ended June 30, 2022.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses were $1,225,285 and $1,396,638 for the six months ended June 30, 2023 and 2022, respectively. This $171,353 (12.34%) decrease in SG&A expenses is primarily due to reductions of legal, administrative, and consulting expenses in the six-month period ended June 30, 2023.

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Interest and Other Expenses

Interest and other expenses were approximately $1,298,197 for the six months ended June 30, 2023, while the Company generated an interest and other income of $475,460 for the six months ended June 30, 2022. The interest and other income for the six months ended June 30, 2023 include $1,129,240 in interest expense, $168,957 in other expense and $0 in other income.

Cash Flows


	The Six Months Ended June 30
	2023		2022
Cash and cash equivalents at the beginning of the period	$	96,185	$	277,168
Net cash provided by (used in) operating activities		(222,378)		46,248
Net cash used in investing activities		(331,706)		(761,073)
Net cash provided by financing activities		509,751		1,153,718
Cash and cash equivalents at the end of the period	$	31,175	$	513,669

Operating Activities

For the six months ended June 30, 2023, net cash used by operating activities was $222,378, which included $1,657,972 in net losses, $5,546,239 decrease in accounts receivable, $6,485,483 increase in accounts payable and $11,803 decrease in deferred revenue.

For the six months ended June 30, 2022, net cash received by operating activities was $46,248, which included $239,832 in net income, $348,209 increase in accounts receivable, $375,814 increase in accounts and other payables, and $134,836 decrease in deferred revenue. We also incurred a non-cash adjustment from forgiveness of loan payable of $920,200.

Investing Activities

For the six months ended June 30, 2023, net cash used in investing activities was approximately $331,706. This was wholly attributed to the purchase of equipment.

For the six months ended June 30, 2022, net cash used in investing activities was approximately $761073. This was wholly attributed to net cash used as a refundable deposit related to the acquisition of Cloudburst.

Financing Activities

For the six months ended June 30, 2023, net cash provided by financing activities was $509,751. The net cash provided includes $1,090,200 in proceeds from loans and notes payables, $186,543 used in the repayment of bank borrowings, $401,314 used in the repayment of other notes payable and treasury stock, and $7,408 in net proceeds from lines of credit.

For the six months ended June 30, 2022, net cash provided by financing activities was $1,153,718. The net cash provided includes $1,412,369 in proceeds from a private placement, $400,000 in proceeds from loans and notes payables, $750,000 used in the repayment of bank borrowings and $91,349 in net proceeds from lines of credit.

Liquidity and Capital Resources

Going Concern

We have incurred operating losses since inception through the period ended June 30, 2023, having had negative cash flow from operations. As of June 30, 2023, we had an accumulated deficit of approximately $3,993,921, as compared to our accumulated deficit of approximately $2,335,949 at December 31, 2022. The decrease of our accumulated deficit was a result of our net losses for the six months ended June 30, 2023. Furthermore, we expect continued, significant operating losses for the next few years. We also utilized cash in operations of approximately $222,378 in the six months ended June 30, 2023. As of June 30, 2023, we had unrestricted cash of approximately $52 thousand, a decrease of $42 thousand from approximately $96 thousand at December 31, 2022. As of June 30, 2023, our total assets increased to approximately $22 million from approximately $16 million at December 31, 2022, primarily due to increases in our net receivables. Based on our current capital resources as of June 30, 2023, including our unrestricted

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cash and accounts receivable (net) of $9.7 million, we expect to be able to continue our operations for a minimum of 24 months as of the date of this prospectus. Nevertheless, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient, consistent cash flow from operations to meet the expected growth in our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements during the periods presented, and we do not currently have any off-balance sheet arrangements, as defined in the SEC rules and regulations.

Revenue Recognition

We adopted the new revenue standard, ASC 606, on January 1, 2018, using the full retrospective approach. The adoption did not have an effect on 2023 or 2022 revenue recognition or a cumulative effect on opening equity, as the timing and measurement of revenue recognition is materially the same as under ASC 605. The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

●

Step 1: Identify the contract with the customer

●

Step 2: Identify the performance obligations in the contract

●

Step 3: Determine the transaction price

●

Step 4: Allocate the transaction price to the performance obligations in the contract

●

Step 5: Recognize revenue when the company satisfies a performance obligation

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Stock-based compensation

These assumptions are estimated as follows:

●

Risk-Free Interest Rate. The risk-free interest rate was based on the yields of U.S. Treasury securities with maturities appropriate for the term of the award.

●

Expected Dividend Yield. We have not paid dividends on our Common Stock nor do we expect to pay dividends in the foreseeable future.

Fair Value of Common Stock

●

Contemporaneous third-party valuations of our Common Stock;

●

The prices, rights, preferences, and privileges of our Preferred Stock relative to our Common Stock;

●

Our business, financial condition, and results of operations, including related industry trends affecting our operations;

●

The likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

●

The lack of marketability of our Common Stock;

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The market performance of comparable publicly traded companies; and

●

U.S. and global economic and capital market conditions and outlook.

Critical accounting policies and significant judgments and estimates

Our financial statements are prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, costs, and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates. Our most critical accounting policies are summarized below. See Note 2 to our consolidated financial statements for the six months ended June 30, 2023 and 2022 for a description of our other significant accounting policies.

Recent accounting pronouncements

See Note 2 to our consolidated financial statements for the six months ended June 30, 2023 and 2022 for a description of recent accounting pronouncements applicable to our financial statements.

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DESCRIPTION OF SECURITIES OF WESTERN

Unless otherwise indicated or the context otherwise requires, references in this section to “the Company,” “we,” “our,” “us,” and other similar terms refer to Western before the Business Combination.

General

As of the effective date of the registration statement of which this prospectus forms a part, our amended and restated certificate of incorporation will authorize the issuance of 50,000,000 shares of common stock, par value $0.0001. As of the date of this prospectus 3,251,000 shares of common stock are issued and outstanding, held by our initial stockholders. No preferred shares are issued or outstanding. The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description, you should refer to our certificate of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

Units

Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment for stock splits, re-organizations and dilutive issuances prior to the completion of the Business Combination. Each warrant will become exercisable on the later of one year after the closing of this offering or 30 days after the consummation of our initial business combination and will expire five years after the completion of our initial business combination, or earlier upon redemption.

Common Stock

Our holders of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders.

We will consummate our initial business combination only if (i) public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001 and (ii) a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination.

Pursuant to our amended and restated certificate of incorporation and the decision of our Board, if we do not consummate our initial business prior to December 31, 2023, we will (i) cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation 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 the case of (ii) and (iii), above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares.

Our stockholders have no conversion, preemptive, or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that, in connection with any proposed initial business combination, we will either (1) seek stockholder approval of such initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed initial business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable and up to $100,000 in expenses to liquidate the Company); or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s rights or pre-initial business combination activity (including the substance or timing within which we have to complete an initial business combination), we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment 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 franchise and income taxes, divided by the number of then-outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly following consummation of the initial business

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combination or the approval of the amendment to the certificate of incorporation. If the initial business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

Preferred Stock

There are no shares of preferred stock outstanding. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to an initial business combination, from issuing preferred stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the common stock on our initial business combination. We may issue some or all of the preferred stock to effect our initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying, or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we reserve the right to do so in the future.

Warrants

Public Warrants

11,500,000 public warrants are currently outstanding. Each warrant will entitle the registered holder to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment as discussed below, upon the later of: (i) one year after the date that the registration statement of which this prospectus forms a part is declared effective by the SEC; and (ii) the consummation by us of an initial business combination and terminating on the five-year anniversary of the completion of the initial business combination.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of public warrants may be exercised at any given time by a warrant holder. However, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within 60 business days from 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 shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time.

We may call the outstanding warrants for redemption (including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:

●

at any time while the warrants are exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder,

●

provided that the reported last sale price of the shares of our common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders, and

●

Provided that there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

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

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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 warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the 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 our common stock for the 20 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 common shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.

The warrants will be issued in registered form under our Warrant I with American Stock Transfer & Trust Company, LLC, as warrant agent. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then-outstanding warrants in order to make any change that adversely affects the interests of the registered holders.

The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.

Except as described above, no public warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of common stock outstanding.

Dividends

We have not paid any cash dividends on our shares of 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 an initial business combination. The payment of any dividends subsequent to an initial business combination will be within the discretion of our then board of directors. 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 does not anticipate declaring any dividends in the foreseeable future.

Our Transfer Agent and Warrant Agent

The transfer agent for our shares of common stock and warrant agent for our warrants is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219.

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Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

We have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “initial business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

●

prior to such time, our board of directors approved either the initial business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

●

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain shares); or

●

on or subsequent to such time, the initial business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholders.

Generally, a “initial business combination” includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

Under some circumstances, this provision will make it more difficult for a person who is an interested stockholder to effect various initial business combinations with us for a three-year period.

Our certificate of incorporation will provide that our initial stockholders and their various affiliates, successors, and transferees will not be deemed to be “interested stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision.

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

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DESCRIPTION OF NEW CYCURION’S SECURITIES AFTER THE BUSINESS COMBINATION

The following description of the material terms of New Cycurion’s securities reflects the anticipated state of affairs upon completion of the Business Combination. This description is a summary and is not complete. We urge you to read in their entirety the Proposed Charter, which is attached as Annex B to this proxy statement/prospectus.

Authorized and Outstanding Stock

The Proposed Charter authorizes the issuance of an aggregate of 100 million shares of Common Stock, $0.0001 par value per share and 20 million shares of preferred stock, $0.0001 par value per share. The shares of Common Stock to be issued in the Business Combination will be duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

As of the record date for the Special Meeting, there were 4,021,221 shares of Common Stock outstanding. Western has also issued 11,876,000 warrants, of which 376,000 were Private Warrants and 11,500,000 were Public Warrants.

Common Stock

We expect to have approximately 10,329,178 shares of Western common stock outstanding immediately after the consummation of the Business Combination, assuming that no shares of outstanding Western common stock are redeemed in connection with the Business Combination, and (i) all of the shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock have been converted into shares of New Cycurion common stock, (ii) all of the outstanding warrants (inclusive of the warrants referenced in the table on page [XXX], the Private Warrants, and the Public Warrants) have been exercised into shares of New Cycurion common stock, and (iii) all of the employee-related options or restricted stock units have been exercised or vested, as appropriate, for shares of New Cycurion common stock.

Voting Rights

Each holder of the shares of Western common stock is entitled to one vote for each share of Western common stock held of record by such holder on all matters on which stockholders generally are entitled to vote, as provide by the Proposed Charter. The holders of the shares of Western common stock do not have cumulative voting rights in the election of directors. Generally, all matters to be voted on by the holders of Western common stock must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast present in person or represented by proxy, unless otherwise specified by law, the Proposed Charter.

Dividend Right

Subject to preferences that may be applicable to any outstanding preferred stock, the holders of shares of Western common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the New Cycurion Board out of funds legally available therefor.

Rights upon Liquidation, Dissolution and Winding-Up

In the event of any voluntary or involuntary liquidation, dissolution or winding up of New Cycurion’s affairs, the holders of the shares of Western common stock are entitled to share ratably in all assets remaining after payment of New Cycurion’s debts and other liabilities, subject to prior distribution rights of preferred stock or any class or series of stock having a preference over the shares of Western common stock, then outstanding, if any.

Preemptive or Other Rights

The holders of shares of Western common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares of Western common stock. The rights, preferences and privileges of holders of shares of Western common stock will be subject to those of the holders of any shares of the preferred stock New Cycurion may issue in the future.

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Preferred Stock

The Proposed Charter authorizes the New Cycurion Board to establish one or more series of preferred stock. Unless required by law or by any stock exchange, and subject to the terms of the Proposed Charter, the authorized shares of preferred stock will be available for issuance without further action by holders of Western common stock. The New Cycurion Board is able to determine, with respect to any series of preferred stock, designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations, or restrictions thereof, if any.

New Cycurion could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of Western common stock might believe to be in their best interests or in which the holders of Western common stock might receive a premium over the market price of the shares of Western common stock. Additionally, the issuance of preferred stock may adversely affect the rights of holders of Western common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the rights of the common stock to distributions upon a liquidation, dissolution or winding up, or other event. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of Western common stock.

In connection with the Closing of the Business Combination and the approval of the Proposed Charter, four series of Preferred Stock will be authorized and shares of each series will be issued. The quantum of issuances is detailed on the table located on the cover of the Prospectus and at pages [•] and [•]. A description of each series is set forth below.

Series A Convertible Preferred Stock

The material attributes of the shares of New Cycurion’s Series A Convertible Preferred Stock to be issued at the Closing are:

Voting Rights: Holders of shares of New Cycurion’s Series A Convertible Preferred Stock shall have voting rights on an as-if-converted-to-common stock basis and as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series A Convertible Preferred Stock.

Dividend Rights: Holders of shares of New Cycurion’s Series A Convertible Preferred Stock shall be entitled to receive, and New Cycurion shall pay, dividends on shares of New Cycurion’s Series A Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $[●] per-share Stated Value of the Series A Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of common stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of New Cycurion’s Series A Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of common stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series A Convertible Preferred Stock-for-25.6938 shares of common stock, subject to adjustment.

Liquidation Preference: Holders of shares of New Cycurion’s Series A Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of New Cycurion, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, of New Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of New Cycurion’s Series A Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of New Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of New Cycurion’s Series A Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.

Protective Provisions: As long as any shares of Series A Convertible Preferred Stock are outstanding, New Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series A Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series A Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series A Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series A Convertible Preferred Stock, (c) increase the number of authorized shares of Series A Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

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Series B Convertible Preferred Stock

The material attributes of the shares of New Cycurion’s Series B Convertible Preferred Stock to be issued at the Closing are:

Voting Rights: Holders of shares of New Cycurion’s Series B Convertible Preferred Stock shall not have any voting rights except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series B Convertible Preferred Stock.

Dividend Rights: Holders of shares of New Cycurion’s Series B Convertible Preferred Stock shall be entitled to receive, and New Cycurion shall pay, dividends on shares of Series B Convertible Preferred Stock (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid on shares of common stock.

Conversion Rights: Shares of New Cycurion’s Series B Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of common stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series B Convertible Preferred Stock-for-one share of common stock, subject to adjustment.

Liquidation Preference: Holders of shares of New Cycurion’s Series B Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of New Cycurion, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, of New Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of New Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series B Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.

Protective Provisions: As long as any shares of Series B Convertible Preferred Stock are outstanding, New Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series B Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series B Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series B Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series B Convertible Preferred Stock, (c) increase the number of authorized shares of Series B Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series C Convertible Preferred Stock

The material attributes of the shares of New Cycurion’s Series C Convertible Preferred Stock to be issued at the Closing are:

Voting Rights: Holders of shares of New Cycurion’s Series C Convertible Preferred Stock shall have voting rights on an as-if-converted to common stock basis and required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series C Convertible Preferred Stock.

Dividend Rights: Holders of shares of New Cycurion’s Series C Convertible Preferred Stock shall be entitled to receive, and New Cycurion shall pay, dividends on shares of New Cycurion’s Series C Convertible Preferred Stock at the rate of twelve percent (12%) per annum of the $[●] per-share Stated Value of the Series C Convertible Preferred Stock. The dividends shall be paid payable quarterly in arrears in shares of common stock, calculated for each dividend payment on an as-if-converted-to-Common-Stock basis.

Conversion Rights: Shares of New Cycurion’s Series C Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of common stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series C Convertible Preferred Stock-for-388.0579 shares of common stock, subject to adjustment.

Liquidation Preference: Holders of shares of New Cycurion’s Series C Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of New Cycurion, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, of New Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series C Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of New Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of

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shares of Series C Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.

Protective Provisions: As long as any shares of Series C Convertible Preferred Stock are outstanding, New Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series C Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series C Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series C Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series C Convertible Preferred Stock, (c) increase the number of authorized shares of Series C Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Series D Convertible Preferred Stock

The material attributes of the shares of New Cycurion’s Series D Convertible Preferred Stock to be issued at the Closing are:

Voting Rights: Holders of shares of New Cycurion’s Series D Convertible Preferred Stock shall not have any voting rights except as required by law (including without limitation, the DGCL) and as expressly provided in the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series D Convertible Preferred Stock.

Dividend Rights: Holders of shares of New Cycurion’s Series D Convertible Preferred Stock shall be entitled to receive, and New Cycurion shall pay, dividends on shares of Series D Convertible Preferred Stock (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of common stock when, as, and if such dividends are paid on shares of common stock.

Conversion Rights: Shares of New Cycurion’s Series D Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares of common stock (subject to certain 4.99% or 9.99% blocker limitations) at the conversion ratio of one share of Series D Convertible Preferred Stock-for-one share of common stock, subject to adjustment.

Liquidation Preference: Holders of shares of New Cycurion’s Series D Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up of New Cycurion, whether voluntary or involuntary , shall be entitled to receive out of the assets, whether capital or surplus, of New Cycurion an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, for each share of Series D Convertible Preferred Stock before any distribution or payment shall be made to the holders of common stock, and, if the assets of New Cycurion shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of shares of Series D Convertible Preferred Stock shall be ratably distributed among them in accordance with the respective amounts that would have been payable on such shares if all amounts payable thereon had been paid in full.

Protective Provisions: As long as any shares of Series D Convertible Preferred Stock are outstanding, New Cycurion shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series D Convertible Preferred Stock, (a) alter or change adversely the powers, preferences, or rights given to the holders of Series D Convertible Preferred Stock or alter or amend the Certificate of Designation of Preferences, Rights and Limitations for New Cycurion’s Series D Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of shares of Series D Convertible Preferred Stock, (c) increase the number of authorized shares of Series D Convertible Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

Warrants

Cycurion Warrants

In connection with the Business Combination, each outstanding and unexercised warrant to purchase Cycurion common stock from Cycurion, subject to certain exceptions, shall be converted into a warrant to acquire shares of Western common stock and each holder of a warrant to acquires shares of New Cycurion shall cease to have any rights with respect to warrants to acquire shares of Cycurion common stock.

Public Warrants

The Public Warrants will remain unaffected following the Business Combination and are described above.

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Our Transfer Agent and Warrant Agent

The transfer agent and warrant agent will continue to be American Stock Transfer & Trust Company, LLC.

Anti-Takeover Effects of the Proposed Charter and Bylaws and Certain Provisions of Delaware Law

The Proposed Charter and the DGCL contain provisions that are summarized in the following paragraphs and that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile or abusive change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of New Cycurion by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of shares that are authorized and available for issuance. However, the listing requirements of Nasdaq, which would apply so long as the shares of Western common stock remain listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. Additionally, the number of authorized shares of any series of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof outstanding) by the affirmative vote of the holders of a majority in voting power, irrespective of the provisions of Section 242(b)(2) of the DGCL.

The New Cycurion Board may generally issue shares of one or more series of preferred stock on terms designed to discourage, delay or prevent a change of control of New Cycurion or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances in one or more series without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, to facilitate acquisitions and employee benefit plans.

One of the effects of the existence of authorized and unissued and unreserved shares of common stock or preferred stock may be to enable New Cycurion’s board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of New Cycurion by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Vacancies and Newly Created Directorships

The Proposed Charter provides that, subject to the rights granted to one or more series of preferred stock then outstanding, any newly-created directorship on the board of directors that results from an increase in the number of directors and any vacancies on our board of directors will be filled solely only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, by a sole remaining director or by the stockholders.

Special Stockholder Meetings

The Proposed Charter provides that special meetings of our stockholders may be called at any time only by the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, subject to the rights of holders of any series of preferred stock then outstanding

Stockholder Action by Written Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Subject to applicable law and the rights, if any, of the holders of

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any outstanding series of preferred stock or any other outstanding class or series of stock of New Cycurion, the Proposed Charter does not permit our holders of common stock to act by consent in writing.

Section 203 of the DGCL

New Cycurion will be subject to the provisions of Section 203 of the DGCL, which we refer to as “Section 203” regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

●

prior to the date of the transaction, New Cycurion’s board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

●

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

●

at or subsequent to the date of the transaction, the business combination is approved by New Cycurion’s board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. The Western Board expects the existence of this provision to have an anti-takeover effect with respect to transactions New Cycurion’s board of directors does not approve in advance. The Western Board also anticipates that Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of the Proposed Charter and New Cycurion’s Bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of Western common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in New Cycurion’s management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Dissenters’ Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders will have appraisal rights in connection with a merger or consolidation in which we are a constituent entity. Pursuant to the DGCL, stockholders who properly demand and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Court of Chancery of the State of Delaware, plus interest, if any, on the amount determined to be the fair value, from the effective time of the merger or consolidation through the date of payment of the judgment.

Stockholders’ Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law. To bring such an action, the stockholder must otherwise comply with Delaware law regarding derivative actions.

Exclusive forum for certain lawsuits

Our Proposed Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or

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other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Proposed Charter or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against Western’s directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, our Proposed Charter provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees, or agents. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Proposed Charter includes a provision that eliminates the personal liability of directors for monetary damages to the corporation or its stockholders for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has breached such director’s duty of loyalty, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends, redemptions or repurchases or derived an improper benefit from his or her actions as a director.

The limitation of liability provision in the Proposed Charter may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Listing

The Common Stock of New Cycurion is expected to be listed on Nasdaq under the symbol “TBD”.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted shares of Common Stock or Warrants of New Cycurion for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of New Cycurion at the time of, or at any time during the three months preceding, a sale and (ii) New Cycurion is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of Common Stock or Warrants of New Cycurion for at least six months but who are affiliates of New Cycurion at the time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

●

1% of the total number of shares of Western common stock then outstanding; or

●

the average weekly reported trading volume of Western common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of New Cycurion under Rule 144 are also limited by manner of sale provisions and notice requirements and by the availability of current public information about New Cycurion.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business-combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

●

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

●

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

●

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and

●

at least one year has elapsed from the time that the issuer filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, the Sponsor will be able to sell its founder shares and Private Warrants, as applicable, pursuant to Rule 144 without registration one year after Western has completed its initial business combination, subject to the terms of the Sponsor Support Agreement.

Following the Closing, New Cycurion will no longer be a shell company, and so, once the conditions listed above are satisfied, Rule 144 will become available for the resale of the above-noted restricted securities.

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COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDER RIGHTS

If the Charter Amendment Proposal is approved, the Proposed Charter will amend and replace the Current Charter. The following table sets forth a summary of the principal proposed changes and the differences between Western’s stockholders’ rights under the Current Charter and under the Proposed Charter. This summary is qualified by reference to the complete text of the Proposed Charter, a copy of which is attached to this proxy statement as Annex B. We urge you to read the Proposed Charter in its entirety for a complete description of the rights and preferences. For more information on the Charter Amendment Proposal, see the section entitled “The Charter Amendment Proposal.”

For more information on the Charter Amendment Proposal, see the section titled “The Charter Amendment Proposal.”


Current Governance		Proposed Governance
Name Change
Western’s current name is Western Acquisition Ventures Corp.		Upon Closing, Western’s name will be changed to Cycurion, Inc.
Purpose
The Current Charter provides that the purpose of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon the corporation by law and those incidental thereto, the corporation shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation including, but not limited to, a Business Combination.		The Proposed Charter will provide that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
Authorized Capital Stock
The Current Charter authorizes the issuance of up to 51,000,000shares, par value $0.0001 per share, consisting of: 50,000,000 shares of Common Stock; and 1,000,000 shares of Preferred Stock.		The Proposed Charter will authorize the issuance of up to 105,000,000 shares, par value $0.0001 per share, consisting of: 100,000,000 shares of Common Stock; and 5,000,000 shares of Preferred Stock.
Voting
The Current Charter provides that, except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all voting power and each share of Common Stock shall have one vote.		The Proposed Charter provides that, subject to the rights of any holders of any series of Preferred Stock, each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at any meeting of stockholders.
Rights of Preferred Stock
The Current Charter provides the Board of Directors with the authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.		The Proposed Charter will permit the board of directors of New Cycurion to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, as permitted by the DGCL.

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Current Governance		Proposed Governance
Conversion
The Current Charter provides that, in the event that a Business Combination is approved and is consummated by the corporation, any holder of shares of Common Stock sold in the IPO (“IPO Shares”) may demand that the corporation convert his IPO Shares into cash. If so demanded, the corporation shall, promptly after consummation of the Business Combination, convert such shares into cash at a per share price equal to the quotient determined by dividing (i) the amount then held in the Trust Account including any interest earned on the funds held in the Trust Account net of interest that may be used by the corporation to pay its franchise and income taxes payable, calculated as of two business days prior to the consummation of the Business Combination, by (ii) the total number of IPO Shares then outstanding.		None.

Number and Qualification of Directors
The current amended and restated bylaws of Western provide that the authorized number of the board of directors of the corporation shall be determined from time to time by the Board.		The amended and restated bylaws of New Cycurion provide that the number of directors constituting the whole board shall be not less than three (3) nor more than nine (9), with the then authorized number of directors fixed from time to time by the Board. The number of directors constituting the board of directors upon the consummation of the Business Combination will be nine (9).
Structure of the Board; Election of Directors
The Current Charter provides that the Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be fixed exclusively by the Board of Directors and shall be as nearly equal as possible. At the first election of directors by the incorporator, the incorporator shall elect a Class C director for a term expiring at the Corporation’s third Annual Meeting of Stockholders. The Class C director shall then appoint additional Class A, Class B and Class C directors, as necessary. The directors in Class A shall be elected for a term expiring at the first Annual Meeting of Stockholders, the directors in Class B shall be elected for a term expiring at the second Annual Meeting of Stockholders and the directors in Class C shall be elected for a term expiring at the third Annual Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders, and at each annual meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.		The Proposed Charter will provide that at each annual general meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The number of directors in each class shall be fixed exclusively by the Board of Directors and shall be as nearly equal as possible. The amended and restated bylaws of New Cycurion provide that, except as otherwise provided by the certificate of incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Removal of Directors
The current amended and restated bylaws of Western provide that subject to any provisions of applicable law or the Certificate of Incorporation, any and all of the directors may be removed with cause by vote of stockholders holding at least 66-2/3% of the voting power of all then outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors, voting together as a single class.		The amended and restated bylaws of New Cycurion provide that a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Any director may resign at any time upon written notice to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at a later date or time or upon the occurrence of an event, in which case it shall be effective at such later date or time or upon the occurrence of such event.

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Current Governance		Proposed Governance
Supermajority Voting Provisions
None.		The Proposed Charter will require the affirmative vote of the holders of at least two thirds (2/3) of the outstanding shares of capital stock entitled to vote thereon, and the affirmative vote of not less than two thirds (2/3) of the outstanding shares of each class entitled to vote thereon as a class, to amend or repeal any provision of Article V of the Proposed Charter.

Cumulative Voting
Neither the Current Charter nor amended and restated bylaws provide for cumulative voting.		Neither the Proposed Charter nor amended and restated bylaws of New Cycurion provides for cumulative voting.

Vacancies on the Board of Directors
The Current Charter provides that vacancies resulting from the removal of directors for cause may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum (as defined in the Corporation’s amended and restated bylaws), or by the sole remaining director. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.		The amended and restated bylaws of New Cycurion provide that newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.

Special Meeting of the Board of Directors

Special meetings of the Board of Directors may be called as permitted under Delaware law.		The amended and restated bylaws of New Cycurion provide that unless otherwise restricted by the Proposed Charter, special meetings of the board of directors of New Cycurion may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the board, the Chief Executive Officer, or a majority of the authorized number of directors. Notice of all special meetings of the board shall be given to directors at least 24 hours in advance unless waived, and need not disclose the purpose of the special meeting.
Amendments to Certificate of Incorporation
The Current Charter may be amended as permitted under Delaware law. Prior to an initial Business Combination (as defined therein), the Current Charter provides that any amendment to the business combination provisions of the Current Charter requires the approval of the holders of at a majority of the outstanding shares of Common Stock.		The Proposed Charter may be amended or repealed by the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class at a duly constituted meeting of stockholders called expressly for such purpose.
Provisions Specific to a Blank Check Company
The Current Charter sets forth various provisions related to its operations as a blank check company/special purpose acquisition corporation prior to the consummation of an initial business combination.		None.

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Current Governance		Proposed Governance
Amendment of Bylaws
The current amended and restated bylaws of Western provide that the amended and restated bylaws may be altered, amended, supplemented or repealed or new bylaws may be adopted (a) at any regular or special meeting of the stockholders at which a quorum is present or represented, by the affirmative vote of the holders of the 66^2/3% of the shares entitled to vote, provided notice of the proposed alteration, amendment or repeal be contained in the notice of such meeting, or (b) by a resolution adopted by a majority of the whole board of directors at any regular or special meeting of the board. The stockholders shall have authority to change or repeal any bylaws adopted by the directors, subject to compliance with the provisions of the amended and restated bylaws.		The Proposed Charter provides that, except as otherwise provided by law, the Bylaws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office. Except as otherwise provided therein, the Bylaws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of not less than two-thirds (2/3) of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment or repeal, voting together as a single class.
Quorum
The current amended and restated bylaws of Western provide that the holders of a majority of the shares of capital stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Current Charter. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.		The amended and restated bylaws of New Cycurion provide that a majority of the whole board shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.
Stockholder Action by Written Consent
The Current Charter is silent on stockholder action by written consent.		The Proposed Charter prohibits stockholders from acting by written consent by specifying that any action required or permitted to be taken by stockholders must be effected by a duly called annual or special meeting and may not be effected by written consent.
Special Stockholder Meetings
The current and amended bylaws of Western provide that special meetings of the board of directors may be called by the Chairman or the President or by the number of directors who then legally constitute a quorum. Notice of the time and place of all special meetings of the board of directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at least three days before the date of the meeting.		The amended and restated bylaws of New Cycurion provide that, unless otherwise provided by the Certificate of Incorporation of the Corporation, special meetings of stockholders for any purpose or purposes may be called at any time by the Chairperson of the Board, the President, the Chief Executive Officer, or by a majority of the total number of authorized directors, whether or not there exist any vacancies in previously authorized directorships, and may not be called by any other person or persons. Any special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. The business to be conducted at a special meeting of stockholders shall be limited to the purpose or purposes for which the meeting has been called as set forth in the notice of such meeting.

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Current Governance		Proposed Governance
Notice of Stockholders Meetings
The current and amended bylaws of Western provide that special meetings of the board of directors may be called by the Chairman or the President or by the number of directors who then legally constitute a quorum. Notice of the time and place of all special meetings of the board of directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first class mail, charges prepaid, at least three days before the date of the meeting.		The amended and restated bylaws of New Cycurion provide that notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by applicable law stating the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, such notice shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting.
Stockholder Nominations of Persons for Election of Directors
The Current Charter and the amended and restated bylaws are silent with respect to stockholder nominations of persons for election to the board of directors.		The Proposed Charter provides that nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in the Proposed Charter.
Stockholder Proposals (Other than Nominations of Persons for Election of Directors)
The Current Charter and the amended and restated bylaws are silent with respect to proposals of other business.		Pursuant to the amended and restated bylaws of New Cycurion, for nominations or other business to be properly brought before an annual meeting by a Record Stockholder: (i) the Record Stockholder must have given timely notice thereof in writing to the Secretary of the Corporation; (ii) any such proposed business (other than the nomination of persons for election to the Board) must constitute a proper matter for stockholder action; (iii) if the Proposing Person (as defined therein) has provided the Corporation with a Solicitation Notice (as defined therein), such Proposing Person must, in the case of a proposal other than the nomination of persons for election to the Board, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and

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Current Governance		Proposed Governance
		form of proxy to holders of a percentage of the Corporation’s voting shares that such Proposing Person has reasonably determined to be sufficient to elect the nominee or nominees proposed to be nominated by such Record Stockholder, and must, in either case, have included in such materials the Solicitation Notice; and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant, the Proposing Person proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under the bylaws. To be timely, a Record Stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the Record Stockholder to be timely must be so delivered (A) no earlier than the close of business on the 120^th day prior to such annual meeting and (B) no later than the close of business on the later of the 90^th day prior to such annual meeting or the close of business on the 10^th day following the day on which Public Announcement (as defined therein) of the date of such meeting is first made by the Corporation.
Limitation of Liability of Directors and Officers
The Proposed Charter provides that a director of Western shall not be personally liable to Western or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to Western or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.		The Proposed Charter provides that, to the fullest extent permitted by the Delaware General Corporation Law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
Indemnification of Directors, Officers, Employees and Agents
Pursuant to the Current Charter, Western, to the full extent permitted by the DGCL, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by Western.		Pursuant to the Proposed Charter, New Cycurion shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

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Current Governance		Proposed Governance
Corporate Opportunity Provision
The Current Charter provides that the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to Western or any of its officers or directors in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have. In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect to any of the directors or officers of Western unless such corporate opportunity is offered to such person solely in his or her capacity as a director or officer of Western and such opportunity is one Western is legally and contractually permitted to undertake and would otherwise be reasonable for Western to pursue.		The Proposed Charter will be silent on the application of the doctrine of corporate opportunity.
Choice of Forum
The Current Charter provides that, unless Western consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Western to Western or Western’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or the amended and restated bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. The foregoing provisions do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.		The Proposed Charter provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of New Cycurion under Delaware law; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of New Cycurion to New Cycurion or New Cycurion’s stockholders; (iii) any action asserting a claim against New Cycurion, its directors, officers or other employees arising under the DGCL, the Proposed Charter or the Bylaws of New Cycurion (in each case, as may be amended from time to time); (iv) any action asserting a claim against New Cycurion or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court having personal jurisdiction over all indispensable parties named as defendants. Unless a majority of the Board of New Cycurion, acting on behalf of New Cycurion, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, is the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act.

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TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY

Western

Ticker Symbol and Market Price

The closing price of the Western Units, Common Stock and warrants on November 22, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.04, $10.08 and $0.06, respectively. As of [●], 2023, the record date for the Special Meeting, the closing price for the Western Units, Common Stock and warrants was [$●], [$●] and [$●], respectively.

Holders

As of [●], 2023, there was [●] holder[s] of record of our units, [●] holder[s] of record of Common Stock, and [●] holder[s] of record of our public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Common Stock and warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Western has 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 stock 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.

Cycurion

There is no public market for shares of Cycurion’s common stock.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding (i) the actual beneficial ownership of Western common stock as of the Record Date, which is prior to the consummation of the Business Combination (pre-Business Combination) and (ii) expected beneficial ownership of New Cycurion’s common stock immediately following the Closing (post-Business Combination), assuming that no further Public Shares are redeemed, and alternatively that the maximum number of Public Shares is redeemed, by:

●

each person or “group” (as such term is used in Section 13(d)(3) of the Exchange Act) known by Western to be the beneficial owner of more than 5% of shares of Western common stock or of New Cycurion’s common stock (assuming no redemptions);

●

each of our current executive officers and directors;

●

each person who will (or is expected to) become an executive officer or director of New Cycurion following the Closing; and

●

all executive officers and directors of Western as a group pre-Business Combination and all executive officers and directors of New Cycurion post-Business Combination.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, Western believes, based on the information furnished to it, that the persons and entities named in the table below have, or will have immediately following the consummation of the Business Combination, sole voting and investment power with respect to all shares of Western common stock that they beneficially own, subject to applicable community property laws. Any shares of Western common stock subject to options or warrants exercisable within 60 days following the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

The beneficial ownership of shares of Western common stock prior to the consummation of the Business Combination (pre-Business Combination) is based on 4,021,221 issued and outstanding shares of Western common stock as of the Record Date.

The expected beneficial ownership of shares of New Cycurion Common Stock following the consummation of the Business Combination (post-Business Combination) assuming no further of our Public Shares are redeemed has been determined based upon the following: (i) no further Western stockholder has exercised its redemption rights to receive cash from the Trust Account in exchange for its Western common stock, (ii) 9,500,000 shares of Western common stock issued to Cycurion Legacy Stakeholders pursuant to the Business Combination Agreement (of which, 6,024,782 will be issued and outstanding on consummation of the Business Combination), and (iii) there will be an aggregate of 10,327,178 shares of New Cycurion Common Stock issued and outstanding at the Closing.

The expected beneficial ownership of shares of New Cycurion Common Stock following the consummation of the Business Combination (post-Business Combination) assuming the maximum of 470,221 Public Shares have been redeemed has been determined based on the following: (i) the Western stockholders (other than the Western stockholders listed in the table below) have exercised their redemption rights with respect to 470,221 Public Shares, (ii) 9,500,000 shares of Western common stock issued to Cycurion Legacy Stakeholders pursuant to the Business Combination Agreement (of which, 6,024,782 will be issued and outstanding on consummation of the Business Combination), and (iii) there will be an aggregate of 9,856,957 shares of New Cycurion Common Stock issued and outstanding at the Closing.

The beneficial ownership information below excludes: (i) the shares underlying the Warrants because those securities are not exercisable within 60 days of this proxy statement and are contingent upon the consummation of the Business Combination and (ii) shares expected to be issued or reserved under the Equity Incentive Plan.

Unless otherwise indicated, Western believes that all persons named in the table have sole voting and investment power with respect to all Western common stock beneficially owned by them.

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Beneficial Ownership Table


	Pre-Business Combination			Post Business Combination
				Assuming no further Public Shares are redeemed			Assuming the maximum Public Shares are redeemed ⁽⁹⁾
Name and Address of Beneficial Owner⁽¹⁾	Amount and nature of Beneficial Ownership⁽³⁾	Approximate Percentage of Outstanding Shares of Common Stock⁽²⁾		Amount and nature of Beneficial Ownership⁽³⁾	Approximate Percentage of Outstanding Shares of Common Stock⁽²⁾		Amount and nature of Beneficial Ownership⁽³⁾		Approximate Percentage of Outstanding Shares of Common Stock⁽²⁾
Western Acquisition Ventures Sponsor LLC⁽⁵⁾	2,501,000	70.3	%	2,501,000	24.2	%	2,501,000		25.0	%
A.G.P./Alliance Global Partners⁽⁴⁾	750,000	21.1	%	1,000,000	9.7	%	1,000,000		10.0	%
Stephen Christoffersen (CEO and Director pre-business combination and director post-business combination)	—	—		—	—		—		—
William Lischak (CFO and Director pre-business combination)⁽⁵⁾	2,501,000	70.3	%	2,501,000	24.2	%	2,501,000		25.0	%
Ade Okunubi (Director pre-business combination)	—	—		—	—		—		—
Robin L. Smith (Director pre-business combination)	—	—		—	—		—		—
Adam K. Stern (Director pre-business combination)	—	—		—	—		—		—
All directors and executive officers (pre-business combination) as a group (five persons)	2,501,000	70.3	%	n/a	n/a		n/a		n/a
Emmet McHenry (Chairman of the Board post-business combination)	—	—		1,305,059	12.6	%	1,305,059		13.1	%
L. Kevin Kelly (CEO for the first 10 days post-business combination)				—	—		—		—
Alvin McCoy, III (CFO and director post-business combination)	—	—		978,794	9.5	%	978,794		9.8	%
Jeff Hunter (President and COO post-business combination)	—	—		—	—		—		—
Kurt McHenry (director post-business combination)	—	—		978,794	9.5	%	978,794		9.8	%
All directors and executive officers (post-business combination) as a group ([•] persons)				3,339,136	32.3	%	3,339,136		33.4	%
MMCAP International Inc. SPC ⁽⁶⁾	500,000	12.4	%	500,000	4.8	%	500,000		5.0	%
Feis Equities LLC (Lawrence M. Feis)⁽⁷⁾	701,048	12.9	%	701,048	5.0	%	701,048		5.2	%
Alpha Capital Anstalt ⁽⁸⁾	300,000	8.4	%	300,000	2.9	%	300,000		3.0	%
Total Shares Outstanding	3,556,410	100.0	%	10,327,178	100.0	%	9,856,957	⁽⁹⁾	100.0	%
				[9,862,367]

(1)	Unless otherwise indicated, the business address of each of the individuals is c/o 42 Broadway, 12th Floor, New York, New York 10004.

(2)	Percentages shown are based on 3,556,410 shares of common stock issued and outstanding as of October 20, 2023.

(3)	Interests shown include of founders’ shares, classified as common stock, and shares issued with the private placement units, as well as public shares.

(4)

Interests shown consist of founder shares, classified as common stock, pre-business combination, plus shares issued as payment of the business combination marketing fee upon business combination. The business address of A.G.P. is 590 Madison Avenue, 28th Floor, 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 Officer, 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)

Shares owned by Western Acquisition Ventures Sponsor LLC, the sponsor of Western Acquisition Ventures Corp is the record holder of such shares. William Lischak, our pre-business combination Chief Financial Officer and director, is the sole managing member of the Sponsor. As such, William Lischak has voting and investment discretion with respect to the founder shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the founder shares held directly by the Sponsor. William Lischak disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly.

(6)	Based on a Schedule 13G filed by the reporting person, the address for the reporting person is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands.

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(7)	Based on a Schedule 13G filed by the reporting person, the address for the reporting person is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

(8)	Based on a Schedule 13G filed by the reporting person, the address for the reporting person is Altenbach 8, Fl-9490 Vaduz, Liechtenstein.

(9)	Assumes maximum redemptions are 475,410 shares.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Founder Shares

On June 9, 2021, the Sponsor acquired 4,312,500 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 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 the Sponsor owns an aggregate of 2,125,000 Founder Shares, and A.G.P. owns 750,000 Founder Shares. Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of A.G.P.) 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 the 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 Initial Stockholders 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.

Promissory Note — Related Party

On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was amended to become payable on the earlier of the IPO or June 30, 2022. The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022). On December 31, 2021, the balance outstanding on the Note was $80,000 which was subsequently repaid on January 14, 2022 in full.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of October 28, 2023, there were no Working Capital Loans outstanding.

In order to meet our working capital needs following the consummation of our IPO, our initial stockholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of our initial business combination, without interest.

The holders of our insider shares issued and outstanding on the date of this proxy statement/prospectus, as well as the holders of the Private Warrants (and all underlying securities), are entitled to registration rights pursuant to the registration rights agreement, dated January 11, 2022. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants can elect to exercise these registration rights at any time after we consummate a business combination. In addition,

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the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

We reimburse Western’s directors and officers for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee reviews and approves all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee are reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of Western’s directors and officers or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our code of ethics, which we have adopted, requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by our board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 in any calendar year or 2% of our total assets averaged across the last two most recently completed fiscal years; (2) we or any of our subsidiaries are a participant; and (3) any (a) executive officer, director or nominee for election as a director, (b) beneficial owner greater than 5% of our common stock or any other class or series of our securities, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform their work objectively and effectively. Conflicts of interest may also arise if a person, or a member of their family, receives improper personal benefits as a result of their position.

Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us on the one hand, and any of Western’s directors and officers or their respective affiliates on the other hand, will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors and officers questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our initial stockholders unless we obtain an opinion from an independent investment banking firm that the initial business combination is fair to our unaffiliated stockholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial stockholders, or any entity with which they are affiliated, be paid any finder’s fee,

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consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination.

Director Independence

The Nasdaq requires that a majority of our board must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Ade Okunubi, Robin L. Smith, and Adam K. Stern are our independent directors.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Any affiliated transactions will be on terms that our board believes are no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Cycurion

Cycurion has adopted a code of ethics and it relies on its board to review related party transactions on an ongoing basis to prevent conflicts of interest. Cycurion’s Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to Cycurion’s Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If Cycurion’s Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Cycurion’s Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of Cycurion.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of the material U.S. federal income tax consequences (i) of the exercise of redemption rights by holders of Western common stock that are U.S. Holders, (ii) of the Business Combination to U.S. Holders of Cycurion common stock and Cycurion warrants (collectively, the “Cycurion securities”), and (iii) of the ownership and disposition of Western common stock and Public Warrants (collectively, the “Western securities”) received in the Business Combination to U.S. Holders and Non-U.S. Holders.

This discussion is based on provisions of the Code, the Treasury Regulations promulgated thereunder (whether final, temporary, or proposed), administrative rulings of the IRS, and judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. This discussion does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a holder as a result of the Business Combination or as a result of the ownership and disposition of Western securities. In addition, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder, and accordingly, is not intended to be, and should not be construed as, tax advice. This discussion does not address the U.S. federal 3.8% Medicare tax imposed on certain net investment income or any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, U.S. state and local, or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Western securities, Cycurion securities or New Cycurion securities. Holders should consult their own tax advisors regarding such tax consequences in light of their particular circumstances.

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or any other related matter; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to considerations relevant to holders that hold Western securities or Cycurion securities and, after the completion of the Business Combination, New Cycurion securities, as “capital assets” within the meaning of section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

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banks or other financial institutions, underwriters, or insurance companies;

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traders in securities who elect to apply a mark-to-market method of accounting;

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real estate investment trusts and regulated investment companies;

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tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

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expatriates or former long-term residents of the United States;

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subchapter S corporations, partnerships or other pass-through entities or investors in such entities;

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dealers or traders in securities, commodities or currencies;

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grantor trusts;

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persons subject to the alternative minimum tax;

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U.S. persons whose “functional currency” is not the U.S. dollar;

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persons who received Western common stock or Cycurion common stock through the issuance of restricted stock under an incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

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persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding Western common stock or Cycurion common stock, or, after the Business Combination, the issued Western common stock (excluding treasury shares); or

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holders holding Western securities or Cycurion securities, or, after the Business Combination, Western securities, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction.

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controlled foreign corporations, passive foreign investment companies, or foreign corporations with respect to which there are one or more United States stockholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii); or

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the Sponsor or its affiliates.

As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Western securities or Cycurion securities, and, after the Business Combination, Western securities received in the Business Combination, that is, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes.

A “Non-U.S. Holder” means a beneficial owner of Western securities or Cycurion securities, and, after the Business Combination, Western securities received in the Business Combination, that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a U.S. Holder.

If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Western securities or Cycurion securities, and, after the completion of the Business Combination, Western securities received in the Business Combination, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partner and the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the Business Combination and the subsequent ownership and disposition of Western securities received in the Business Combination.

The discussion below with respect to Western securities should also apply to holders of Western Units (as the deemed owner of the underlying component Western securities).

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE BUSINESS COMBINATION. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF CYCURION SECURITIES OR WESTERN SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. HOLDERS OF CYCURION SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF WESTERN SECURITIES AFTER THE BUSINESS COMBINATION, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

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U.S. Holders

Certain U.S. Federal Income Tax Consequences to U.S. Holders of Western securities of Exercising Redemption Rights

The following discussion, “— Certain U.S. Federal Income Tax Consequences to U.S. Holders of Western securities of Exercising Redemption Rights,” constitutes the opinion of Loeb, counsel to Western, as to the material U.S. federal income tax consequences to U.S. Holders of Western common stock of exercising redemption rights, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

In the event that a U.S. Holder elects to redeem its Western common stock for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Western common stock under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the U.S. Holder. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption right. If the redemption qualifies as a sale or exchange of the Western common stock, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Western common stock surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the Western common stock redeemed exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the Western common stock may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations.

If the redemption does not qualify as a sale or exchange of Western common stock, the U.S. Holder will be treated as receiving a corporate distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Western’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles; distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in the Western common stock; and any remaining excess will be treated as gain realized on the sale or other disposition of the Western common stock. Dividends paid to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. However, it is unclear whether the redemption rights with respect to the Western common stock may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of Western common stock treated as held by the U.S. Holder (including any Western common stock constructively owned by the U.S. Holder, as explained below) relative to all of the Western common stock outstanding both before and after the redemption. The redemption of Western common stock generally will be treated as a sale or exchange of the Western common stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in Western or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only Western common stock actually owned by the U.S. Holder, but also Western common stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities, including those in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include Western common stock which could be acquired pursuant to the exercise of the Public Warrants. In order to meet the substantially disproportionate test, (i) the percentage of Western’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of the Western common stock must be less than 80% of the percentage of Western’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption, (ii) the U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding Western common stock (both voting and nonvoting) immediately after the redemption must be less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the U.S. Holder must own (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes

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of stock of Western entitled to vote. There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of the Western common stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the shares of the Western common stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other Western common stock. The redemption of the Western common stock will not be essentially equivalent to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Western.

Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Western will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution. After the application of those rules regarding corporate distributions, any remaining tax basis of the U.S. Holder in the redeemed common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining Western common stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Public Warrants or possibly in other Western common stock constructively owned by it. Stockholders who hold different blocks of Western common stock (generally, shares of Western common stock purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

All U.S. Holders are urged to consult their tax advisors as to the tax consequences to them of a redemption of all or a portion of their Western common stock pursuant to an exercise of redemption rights.

U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Cycurion Common Stock

It is the opinion of Fox Rothschild LLP that the merger contemplated by the Business Combination Agreement will qualify as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code and/or as part of a transaction governed by Section 351 of the Code, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and the following discussion, “— U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of Cycurion Common Stock.” This opinion is based on facts and representations contained in the Business Combination Agreement, and on customary factual assumptions, and further assumes that the merger is completed in the manner set forth in the Business Combination Agreement and the Registration Statement on Form S-4 of which this proxy statement/prospectus forms a part. If any assumption or representation is or becomes inaccurate, the U.S. federal income tax consequences of the merger could be adversely affected.

The obligations of Cycurion, Western and the Merger Sub to complete the merger are not conditioned on the receipt of opinions from Loeb & Loeb LLP, J.P. Galda & Co. or Fox Rothschild LLP to the effect that the merger qualifies for such treatment, and the merger may occur even if it does not so qualify. Neither Cycurion nor Western has requested, and neither intends to request, a ruling from the IRS as to the U.S. federal income tax consequences of the merger. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each holder of Cycurion common stock is urged to consult its tax advisor with respect to the particular tax consequence of the merger to such holder.

If the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, each U.S. Holder of Cycurion common stock generally will not recognize gain or loss upon exchanging its Cycurion common stock for Western common stock except to the extent discussed below. The tax basis of the Western common stock received by a holder of Cycurion common stock will be the same as the tax basis of the Cycurion common stock surrendered in exchange for the Western common stock, reduced by the amount of any cash received by such a holder in the merger, and increased by any gain recognized by such a holder in the merger as described below (including any portion of the gain that is treated as a dividend as described below). Such aggregate adjusted tax basis will be allocated to the Western common stock received by the holder. The holder’s holding period for the shares of Western common stock that it receives pursuant to the merger will include its holding period for the shares of the Cycurion common stock it surrenders.

U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization Within the Meaning of Section 368(a) of the Code and/or as a Transaction Governed by Section 351 of the Code

If the merger contemplated by the Business Combination Agreement does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and/or as a transaction governed by Section 351 of the Code, then, for U.S. federal income tax purposes, a

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holder holding Cycurion common stock generally would be treated as selling its Cycurion common stock in exchange for Western common stock in a taxable transaction.

A U.S. Holder who receives the merger consideration pursuant to the merger would generally recognize capital gain or loss equal to the difference, if any, between (i) the sum of the fair market values of the Western common stock, as determined for U.S. federal income tax purposes, and any cash received, and (ii) such U.S. Holder’s adjusted tax basis in the Cycurion common stock surrendered. Such gain or loss generally will be long-term capital gain or loss provided the U.S. Holder’s holding period for the Cycurion common stock surrendered in the merger exceeds one year as of the Closing Date. Long-term capital gain of certain non-corporate holders (including individuals) is currently eligible for U.S. federal income taxation at preferential rates (currently at a maximum rate of 20%). The deductibility of capital losses is subject to limitations under the Code. U.S. Holders that realize a loss should consult their tax advisors regarding the allowance of this loss.

A holder’s initial tax basis in the Western common stock received in the merger will equal the fair market value of such stock upon receipt, and the holding period for such stock will begin on the day following the Closing Date of the merger.

U.S. Federal Income Tax Consequences of Ownership and Disposition of Western securities

The following discussion, “— U.S. Federal Income Tax Consequences of Ownership and Disposition of Western securities,” constitutes the opinion of Loeb, counsel to Western, as to the material U.S. federal income tax consequences of the ownership and disposition of Western securities to U.S. Holders who receive such Western securities pursuant to the Business Combination, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

Distributions on Western common stock

The gross amount of any distribution on Western common stock that is made out of Western’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as ordinary dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will qualify for the dividends received deduction if the requisite holding period is satisfied. Dividends paid to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains.

Non-corporate U.S. Holders that do not meet a minimum holding period requirement or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation applicable to qualified dividends. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met.

To the extent that the amount of any distribution made by Western on the Western common stock exceeds Western’s current and accumulated earnings and profits for a taxable year (as determined under U.S. federal income tax principles), the distribution will first be treated as a tax-free return of capital, causing a reduction (but not below zero) in the adjusted basis of the U.S. Holder’s Western common stock, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of Western securities.”

Sale, Exchange, Redemption or Other Taxable Disposition of Western securities

A U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of Western common stock and Public Warrants in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in such Western common stock or Public Warrants. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Western common stock or Public Warrants will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the Western common stock or Public Warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains recognized by non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of Western common stock or Public Warrants will generally be treated as U.S. source gain or loss.

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Exercise or Lapse of a Public Warrant

Except as discussed below with respect to the cashless exercise of a Public Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a share of Western common stock on the exercise of a Public Warrant for cash. A U.S. Holder’s tax basis in a share of Western common stock received upon exercise of the Public Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the Public Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a share of Western common stock received upon exercise of the Public Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Public Warrants and will not include the period during which the U.S. Holder held the Public Warrants. If a Public Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the Public Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be tax-free, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s basis in the Western common stock received would equal the holder’s basis in the Public Warrant exercised therefor. If the cashless exercise were treated as not being a gain realization event, a U.S. Holder’s holding period in the Western common stock would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the Public Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Western common stock would include the holding period of the Public Warrant exercised therefor.

It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder would recognize gain or loss with respect to the portion of the exercised Public Warrants treated as surrendered to pay the exercise price of the Public Warrants (the “surrendered warrants”). The U.S. Holder would recognize capital gain or loss with respect to the surrendered warrants in an amount generally equal to the difference between (i) the fair market value of the Western common stock that would have been received with respect to the surrendered warrants in a regular exercise of the Public Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise). In this case, a U.S. Holder’s tax basis in the Western common stock received would equal the U.S. Holder’s tax basis in the Public Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants. A U.S. Holder’s holding period for the Western common stock would commence on the date following the date of exercise (or possibly the date of exercise) of the Public Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Public Warrants.

Non-U.S. Holders

U.S. Federal Income Tax Consequences of the Merger to Non-U.S. Holders of Cycurion Common Stock

The following discussion, “— U.S. Federal Income Tax Consequences of the Merger to Non-U.S. Holders of Cycurion Common Stock,” constitutes the opinion of Fox Rothschild LLP, counsel to Cycurion, as to the material U.S. federal income tax consequences to Non-U.S. Holders of Cycurion Common Stock if the merger contemplated by the Business Combination Agreement fails to qualify as a reorganization within the meaning of Section 368(a) of the Code/and or as a transaction governed by Section 351 of the Code, subject to the limitations, exceptions, beliefs, assumptions, and qualifications described in such opinion and otherwise herein.

If the merger does not qualify as a reorganization and is treated as a taxable sale of Cycurion common stock, as discussed above under the section entitled “— U.S. Federal Income Tax Consequences if the Merger Fails to Qualify as a Reorganization Within the Meaning of Section 368(a) of the Code and/or as a Transaction Governed by Section 351 of the Code,” subject to the discussion of FATCA (as defined below) and backup withholding below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized in connection with the merger, unless:

●

the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder);

●

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition takes place and certain other conditions are met; or

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●

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the merger or the period that the Non-U.S. Holder held our common stock.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments. If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the merger) at a tax rate of thirty percent (30%).

If the third bullet point above applies to a Non-U.S. Holder gain recognized by such holder in connection with the merger will be subject to tax at generally applicable U.S. federal income tax rates. In addition, we may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such exchange.

We believe that we are not, and have not been at any time since our formation, a United States real property holding corporation and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.

U.S. Federal Income Tax Consequences of Ownership and Disposition of Western securities

Distributions on Western common stock

Distributions of cash or property (including a constructive distribution) to a Non-U.S. Holder in respect of Western common stock will generally constitute dividends for U.S. federal income tax purposes to the extent paid from Western’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds Western’s current and accumulated earnings and profits, the excess will generally be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in the Western common stock. Any remaining excess will be treated as capital gain and will be treated as described below under “— Sale, Exchange, Redemption or Other Taxable Disposition of Western securities.”

Dividends paid to a Non-U.S. Holder of Western common stock generally will be subject to withholding of U.S. federal income tax at a 30% rate, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate as described below. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (generally by providing an IRS FormW-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of Western common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable IRS Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if the shares of Western common stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of Western common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders are urged to consult their own tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

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Sale, Exchange, Redemption or Other Taxable Disposition of Western securities

Subject to the discussion of backup withholding and FATCA below, any gain realized by a Non-U.S. Holder on the taxable disposition of Western securities generally will not be subject to U.S. federal income tax unless:

●

the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

●

the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

●

Western is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and either (A) shares of Western common stock are not considered to be regularly traded on an established securities market or (B) such Non-U.S. Holder has owned or is deemed to have owned, at any time

●

during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period more than 5% of the outstanding shares of Western common stock. There can be no assurance that shares of Western common stock will be treated as regularly traded on an established securities market for this purpose.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

If the last bullet point immediately above applies to a Non-U.S. Holder, gain recognized by such Non-U.S. Holder on the sale, exchange or other disposition of Western securities generally will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such Western securities from a Non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. Western will generally be classified as a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. Western does not expect to be classified as a “U.S. real property holding corporation” following the Business Combination. However, such determination is factual in nature and subject to change, and no assurance can be provided as to whether Western is or will be a U.S. real property holding corporation with respect to a Non-U.S. Holder following the Business Combination or at any future time.

Exercise or Lapse of a Public Warrant

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a Public Warrant, or the lapse of a Public Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a Public Warrant,” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described under “— Sale, Exchange, Redemption or Other Taxable Disposition of Western securities,” above for a Non-U.S. Holder’s gain on the sale or other disposition of Western securities.

Information Reporting and Backup Withholding

Western generally must report annually to the IRS and to each holder the amount of cash dividends and certain other distributions it pays to such holder on such holder’s Western securities and the amount of tax, if any, withheld with respect to those distributions. In the case of a Non-U.S. Holder, copies of the information returns reporting those distributions and withholding also may be made

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available to the tax authorities in the country in which the Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement. Information reporting is also generally required with respect to proceeds from the sales and other dispositions of Western securities to or through the U.S. office (and in certain cases, the foreign office) of a broker. In addition, certain information concerning a U.S. Holder’s adjusted tax basis in its Western securities and adjustments to that tax basis and whether any gain or loss with respect to such securities is long-term or short-term also may be required to be reported to the IRS.

Moreover, backup withholding of U.S. federal income tax at a rate of 24% generally will apply to cash distributions made on Western securities to, and the proceeds from sales and other dispositions of such securities by, a U.S. Holder (other than an exempt recipient) who:

●

fails to provide an accurate taxpayer identification number;

●

is notified by the IRS that backup withholding is required; or

●

in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting (other than with respect to distributions, as described above) and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including Western securities) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Western securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, Western securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of Western common stock. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including Western securities), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in Western securities.

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APPRAISAL RIGHTS

Appraisal rights are not available to holders of shares of Western common stock in connection with the Business Combination.

ADDITIONAL INFORMATION

Submission of Stockholder Proposals

The Board is aware of no other matter that may be brought before the Special Meeting. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the Special Meeting.

Future Stockholder Proposals

If the Business Combination is completed, stockholders of the post-Business Combination company will be entitled to attend and participate in the post-Business Combination company’s annual general meetings of stockholders. Western will provide notice of the date on which its 2022 annual general meeting will be held in accordance with its Proposed Charter and the DGCL. Stockholder proposals will be eligible for consideration by the directors for inclusion in the proxy statement for the Company’s 2022 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act.

Stockholder Communications

Stockholders and interested parties may communicate with the Board, any committee chairperson or the non-management directors as a group by writing to the Board or committee chairperson in care of the proxy solicitor at:

Morrow Sodali LLC

333 Ludlow St, 5^th Floor

South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

Email: WAVS.info@investor.morrowsodali.com

Following the Business Combination, such communications should be sent to the Chair of the Board of Directors of the post-Business Combination company. Each communication will be forwarded, depending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors.

Legal Matters

The validity of the shares of Common Stock to be issued in connection with the Business Combination will be passed upon by J.P. Galda & Co., Ardmore, Pennsylvania and certain tax matters will be passed upon by Baker & Hostetler LLP.

Experts

The financial statements of Western as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and the period from April 28, 2021 (inception) through December 31, 2021 included in this proxy statement/prospectus have been so included in reliance on the report of Marcum LLP, an independent registered public accounting firm (which contains an explanatory paragraph concerning Western’s ability to continue as a going concern, as described in Note 1 to the financial statements), given on the authority of said firm as experts in auditing and accounting.

The financial statements of Cycurion as of December 31, 2022 and 2021 included in this proxy statement/prospectus have been so included in reliance on the report of WWC, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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Delivery of Documents to Stockholders

Pursuant to the rules of the SEC, Western and servicers that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of this proxy statement/prospectus. Upon written or oral request, Western will deliver a separate copy of this proxy statement/prospectus to any stockholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of this proxy statement/prospectus may likewise request delivery of single copies of this proxy statement/prospectus in the future. Stockholders may notify Western of their requests by calling or writing Western at its principal executive offices at 42 Broadway, 12th Floor, New York, NY 10004; Tel: (310) 740-0710.

Transfer Agent and Registrar

The registrar and transfer agent for Western’s units and common stock and the warrant agent for Western’s warrants, is American Stock Transfer & Trust Company, LLC. Western has agreed to indemnify American Stock Transfer & Trust Company, LLC in its roles as transfer agent and warrant agent against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

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WHERE YOU CAN FIND MORE INFORMATION

Western files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Western’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

Tel: (310) 740-0710

You may also obtain these documents by requesting them in writing or by telephone from Western’s proxy solicitation agent at the following address and telephone number:

Morrow Sodali LLC

333 Ludlow St, 5^th Floor

South Tower

Stamford, CT 06902

Toll Free: (800) 662-5200

Collect: (203) 658-9400

Email: WAVS.info@investor.morrowsodali.com

If you are a stockholder of Western and would like to request documents, please do so by [●], 2023, in order to receive them before the Special Meeting. If you request any documents from Western, Western will mail them to you by first class mail, or another equally prompt means.

All information contained in this proxy statement/prospectus relating to Western has been supplied by Western, and all such information relating to Cycurion has been supplied by Cycurion. Information provided by either Western or Cycurion does not constitute any representation, estimate or projection of any other party.

This document is a proxy statement/prospectus of Western for the Special Meeting. Western has not authorized anyone to give any information or make any representation about the Business Combination, Western or Cycurion that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus, unless the information specifically indicates that another date applies.

Stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income tax obligations and up to $250,000 per 12-month period for working capital requirements). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor have agreed to vote their Founder Shares, and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder

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vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

The Sponsor has agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public stockholder’s ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company has until December 31, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company 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, redeem 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 the Company to pay franchise and income taxes, 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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WESTERN ACQUISITION VENTURES CORP.

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)	F-2
Financial Statements:
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ (Deficit) Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-19

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Western Acquisition Ventures Corp.

Opinion on the financial statements

We have audited the accompanying balance sheets of Western Acquisition Ventures Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ (deficit) equity and cash flows for the year ended December 31, 2022 and for the period from April 28, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from April 28, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to complete an initial business combination by the close of business on July 11, 2023, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Boston, MA

March 31, 2023

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WESTERN ACQUISITION VENTURES CORP.

BALANCE SHEETS


	December 31,
	2022		2021
ASSETS

CURRENT ASSETS
Cash	$	809,481	$	3,913
Prepaid expenses and other assets		268,208		—
Total current assets		1,077,689		3,913

Prepaid expenses – non-current		17,868		—
Deferred offering costs		—		323,116
Investments held in Trust Account		117,191,410		—
TOTAL ASSETS	$	118,286,967	$	327,029
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	829,440	$	6,000
Accrued offering costs		—		225,000
Note payable - related party		—		80,000
Income Tax Payable		250,739		—
Franchise tax payable		163,200		2,400
Total liabilities		1,243,379		313,400

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption, $0.0001 par value, 11,500,000 and no shares at redemption value of approximately $10.20 and nil per share as of December 31, 2022 and 2021, respectively		117,299,975		—

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000⁽¹⁾ and 2,875,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively		324		287
Additional paid-in capital		1,605,560		24,713
Accumulated deficit		(1,862,271)		(11,371)
Total stockholders’ (deficit) equity		(256,387)		13,629
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	118,286,967	$	327,029

(1)	Comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units

The accompanying notes are an integral part of these financial statements

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WESTERN ACQUISITION VENTURES CORP.

STATEMENTS OF OPERATIONS



			For the Period
			from April 28,
	For the Year		2021 (Inception)
	Ended		Through
	December 31,		December 31,
	2022		2021
OPERATING EXPENSES
Professional fees and other expenses	$	1,853,300	$	8,971
Franchise tax		163,296		2,400
LOSS FROM OPERATIONS		(2,016,596)		(11,371)
OTHER INCOME
Interest earned on marketable securities held in Trust Account		1,566,410		—
TOTAL OTHER INCOME		1,566,410		—
Loss before provision for income taxes		(450,186)		(11,371)
Income Tax Expense		(250,739)		—
NET LOSS	$	(700,925)	$	(11,371)
Weighted average shares outstanding of Common Stock subject to possible redemption		11,058,904		—
Basic and diluted net loss per share, Common Stock subject to possible redemption	$	(0.05)	$	—

Weighted average shares outstanding of Common Stock not subject to possible redemption⁽¹⁾		3,236,578		2,500,000
Basic and diluted net loss per share, Common Stock not subject to possible redemption	$	(0.05)	$	(0.00)

(1)	Excludes 375,000 shares for the period April 28, 2021 (inception) through December 31, 2021 that were subject to forfeiture if the overallotment option was not exercised, in full or in part, by the underwriters (Note 5)

The accompanying notes are an integral part of these financial statements

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WESTERN ACQUISITION VENTURES CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD APRIL 28, 2021 (INCEPTION) THROUGH

DECEMBER 31, 2021


									Total
	Common stock				Additional		Accumulated		stockholders’
	Shares		Amount		paid-in capital		deficit		(deficit) equity
Balance, April 28, 2021 (inception)		—	$	—	$	—	$	—	$	—
Issuance of common stock to Sponsor		2,875,000		287		24,713		—		25,000
Net loss		—		—		—		(11,371)		(11,371)
Balance, December 31, 2021		2,875,000		287		24,713		(11,371)		13,629
Sale of private placement units including over-allotment		376,000		37		3,759,963		—		3,760,000
Proceeds allocated to public warrants, net of offering costs		—		—		3,533,617		—		3,533,617
Accretion of Common Stock subject to possible redemption value		—		—		(5,712,733)		(1,149,975)		(6,862,708)
Net loss		—		—		—		(700,925)		(700,925)
Balance, December 31, 2022		3,251,000	$	324	$	1,605,560	$	(1,862,271)	$	(256,387)

The accompanying notes are an integral part of these financial statements

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WESTERN ACQUISITION VENTURES CORP.

STATEMENTS OF CASH FLOWS


			For the Period
			from April 28,
	For the Year		2021 (inception)
	Ended		through
	December 31,		December 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(700,925)	$	(11,371)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on marketable securities held in Trust Account		(1,566,410)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(286,076)		—
Accounts payable, accrued expenses and income tax payable		1,074,179		6,000
Franchise tax payable		160,800		2,400
Net cash used in operating activities		(1,318,432)		(2,971)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account to pay franchise and income taxes		525,000		—
Cash deposited to Trust Account		(116,150,000)		—
Payment of deferred offering costs		—		(98,116)
Net cash used in investing activities		(115,625,000)		(98,116)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters’ discount		114,500,000		—
Proceeds from issuance of common stock to Sponsor		—		25,000
Proceeds from private placement		3,760,000		—
Proceeds from notes payable – related party		—		80,000
Payment of Sponsor loan		(80,000)		—
Payment of offering costs		(431,000)		—
Net cash provided by financing activities		117,749,000		105,000
NET CHANGE IN CASH		805,568		3,913
CASH, BEGINNING OF PERIOD		3,913		—
CASH, END OF PERIOD	$	809,481	$	3,913
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued offering costs	$	—	$	225,000
Accretion of Common Stock subject to possible redemption value	$	6,862,708	$	—

The accompanying notes are an integral part of these financial statements

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NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY

Western Acquisition Ventures Corp. (the “Company”) was incorporated in Delaware on April 28, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2022, the Company had not commenced any operations. All activity from April 28, 2021 (inception) through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 11, 2022. On January 14, 2022, the Company consummated the IPO of 10,000,000 units (“Units”) with respect to the common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one share of common stock and one redeemable warrant (the “Public Warrants”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO the Company consummated the sale of 361,000 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Western Acquisition Ventures Sponsor LLC (the “Sponsor”), generating gross proceeds of $3,610,000 which is described in Note 4.

Simultaneously with the closing of the IPO, and the sale of the Private Placement Units, the Company consummated the closing of the sale of 1,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $15,000,000. Simultaneously with the exercise of the overallotment option, the Company consummated the private placement of an additional 15,000 Private Placement Units to the Sponsor, generating gross proceeds of $150,000.

As of December 31, 2022, offering costs for the IPO amounted to $1,029,116, consisting of $500,000 of underwriting fees and $529,116 of other costs. The Company was to pay Alliance Global Partners (“A.G.P.”) a business combination marketing agreement fee in an amount equal to 4.5% of the gross proceeds of the IPO (an aggregate amount due to A.G.P of $5,175,000) if the Company is successful in completing a Business Combination from the amounts being held in the Trust Account (as defined below). If the Company is not successful in completing a Business Combination, A.G.P. will not be entitled to any of this fee (see Note 6). 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, A.G.P. will distribute 250,000 shares of common stock.

Following the closing of the IPO and Overallotment Units, $116,150,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3), and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, and (ii) the distribution of the Trust Account, as described below.

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Substantially, all of the net proceeds of the IPO and the sale of the Private Placement Units are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amounts due under the business combination marketing agreement and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect such a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either: (i) in connection with a stockholder meeting called to approve the Business Combination; or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of the Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options.” The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either: (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument; or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor, officers, and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment.

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Subsequent to the reporting date of these financial statements, on January 6, 2023, the Company voted upon and approved a Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment (collectively known as the “Amendment Agreements”). The Amendment Agreements permit an extension of the date by which the Company has to consummate a business combination up to six times, each such extension for an additional one-month period, from January 11, 2023 to July 11, 2023, upon payments to the Trust Account of $10,000 for each one-month extension. If the Company is unable to complete a Business Combination by the earlier of the applicable deadline or July 11, 2023 (the “Combination Period”), the Company 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, redeem 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 the Company to pay: (a) its income and franchise taxes and (b) up to $100,000 of dissolution expenses, if any, 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve, and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, since the Initial Stockholders acquired Public Shares in the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. A.G.P. has agreed to waive its rights to its business combination marketing agreement fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who has executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest, or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Inflation Reduction Act of 2022

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imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including: (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

At this time, it has been determined that none of the IR Act tax provisions have an impact on the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Business Combination Agreement

On November 21, 2022, the Company, a Delaware corporation (“the Company” or “Registrant”), 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 (the “Surviving Corporation”). There is no guarantee that a merger will take place.

Support Agreement

Contemporaneously with the execution of the Merger Agreement, Western Acquisition Ventures Sponsor LLC (the “Sponsor”), a Delaware limited liability company, delivered the Support Agreement, pursuant to which, among other things, the 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’s 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 Stockholder 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 stockholders.

Merger Agreement

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requisite vote for approval, and other conditions, as defined in the Merger Agreement. 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.

Liquidity and Capital Resources

As of December 31, 2022, the Company had $809,481 in its operating bank accounts, and a working capital surplus of $248,249.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating, and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. 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.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Going Concern

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Start-ups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies. The Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $809,481 and $3,913 in cash and did not have any cash equivalents as of December 31, 2022 and 2021, respectively.

Investments Held in Trust Account

At December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Common Stock subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

Immediately upon the closing of the IPO, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital.

As of December 31, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022	$	117,299,975

Deferred Offering Costs Associated with the Initial Public Offering

Deferred offering costs consist of direct costs incurred through the balance sheet date that were directly related to the IPO and that were charged to stockholders’ equity upon the completion of the IPO. As of December 31, 2022, the Company has zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022. As of December 31, 2021, the Company had a balance of $323,116 of deferred offering costs.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes,” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from April 28, 2021 (inception) to December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Since the over-allotment was exercised, no forfeiture happened. The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the periods ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted loss per share is the same as basic income per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):


	For the Year Ended December 31, 2022
	Common stock		Common stock not
	subject to		subject to possible
Basic and diluted net loss per share:	possible redemption		redemption
Numerator:
Allocation of net loss	$	(542,232)	$	(158,693)
Denominator:
Basic and diluted weighted average shares outstanding		11,058,904		3,236,578
Basic and diluted net loss per ordinary share	$	(0.05)	$	(0.05)

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	For the period April 28, 2021 (inception)
	through December 31, 2021
	Common stock		Common stock not
	subject to		subject to possible
Basic and diluted net loss per share:	possible redemption		redemption
Allocation of net loss	$	—	$	(11,371)
Denominator:
Basic and diluted weighted average shares outstanding		—		2,500,000
Basic and diluted net loss per ordinary share	$	—	$	(0.00)

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

Recent Accounting Pronouncements

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

Pursuant to the IPO, the Company sold 11,500,000 Units (including 1,500,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one Public Warrant. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4 — PRIVATE PLACEMENT UNITS

On January 14, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 376,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $3,760,000. Each Private Placement Unit consists of one share of common stock and one warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

A portion of the proceeds from the Private Placement Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will become worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

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 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 the Sponsor owns an aggregate of 2,125,000 Founder Shares, and A.G.P. owns 750,000 Founder Shares. Up to 375,000 Founder Shares (including the Founder Shares transferred to an affiliate of A.G.P.) were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option. Since

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the underwriters exercised the overallotment option in full on January 14, 2022, none of the Founder Shares are subject to forfeiture any longer.

The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the 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 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.

Promissory Note – Related Party

On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was amended to become payable on the earlier of the IPO or December 31, 2022. The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022). On December 31, 2021, the balance outstanding on the Note was $80,000 which was subsequently repaid on January 14, 2022 in full.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of December 31, 2022 and 2021, there were no Working Capital Loans outstanding.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

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 will be 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

Business Combination Marketing Agreement

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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, A.G.P. will distribute 250,000 shares of common stock.

NOTE 7 — STOCKHOLDERS’ (DEFICIT) EQUITY

Common Stock —The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2022, there were 3,251,000 shares of common stock outstanding (comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units and excluding 11,500,000 shares of common stock subject to possible redemption). As of December 31, 2021 there were 2,875,000 shares of common stock outstanding, up to 375,000 shares of which were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised in connection with the IPO.

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting, and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of December 31, 2022, there were 11,500,000 Public Warrants outstanding. As of December 31, 2021, there were no Public Warrants outstanding. The Company accounts for the Public Warrants as equity instruments. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If neither that exemption nor another exemption is available, holders will not be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption;

●

if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations), for any 20 trading days within a 30-trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their warrants, nor will they receive any

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distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire and become worthless.

In addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of common stock or equity-linked securities.

Private Placement Warrants— As of December 31, 2022, there were 376,000 Private Placement Warrants outstanding. As of December 31, 2021, there were no Private Placement Warrants outstanding. The Company accounts for the Private Placement Warrants as equity instruments. The Private Placement Warrants sold in the private placement are identical to the Public Warrants underlying the Units sold in the IPO, except that such warrants, and the shares of common stock issuable upon the exercise of such warrants, will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions.

On May 2, 2022, the Company issued a press release, announcing that separate trading of shares of the Common Stock and Warrants comprising the Units has commenced. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “WAVSU.” The Common Stock and Warrants will separately trade on Nasdaq under the symbols “WAVS” and “WAVSW,” respectively.

NOTE 8 — INCOME TAX

The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows:


	2022		2021
Deferred tax assets (liability)
Net operating loss carryforward	$	—	$	504
Startup/Organization Expenses		347,666		1,884
Total deferred tax assets (liability)		347,666		2,388
Valuation Allowance		(347,666)		(2,388)
Deferred tax assets (liability)	$	—	$	—

The income tax provision for the year ended December 31, 2022 and for the period from April 28, 2021 (inception) through December 31, 2021 consists of the following:


	2022		2021
Federal
Current	$	250,739	$	—
Deferred		(345,278)		(2,388)
Change in valuation allowance		345,278		2,388
Income tax provision	$	250,739	$	—

As of December 31, 2022 and 2021, the Company had approximately $0 and $2,400, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely.

In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets (liability) will not be realized. The ultimate realization of deferred tax assets (liability) is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets (liability), projected future taxable income, and tax planning strategies in making this assessment. After consideration of all of the information available,

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management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $345,278. For the period from April 28, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $2,388.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.00	%	0.0	%
Change in fair value of warrants	0.0	%	0.0	%
Transaction costs allocated to warrants	0.0	%	0.0	%
Change in fair value of over-allotment option liability	0.0	%	0.0	%
Valuation allowance	(76.50)	%	1.2	%
Income tax provision	(55.50)	%	22.2	%

The Company files income tax returns in the U.S. and is subject to examination by the various taxing authorities since inception.

NOTE 9 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that arere-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

December 31,

Markets

Inputs

2022

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Money Market held in Trust Account

117,191,410

—

The Company did not have any assets measured at fair value on a recurring basis at December 31, 2021.

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NOTE 10 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed earlier or stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 6, 2023, at a special meeting of stockholders, the Company’s stockholders elected to redeem an aggregate of 10,729,779 shares (each share valued at approximately $10.20 per share and totaling $109,436,586).

On January 10, 2023, the Company, Cycurion, and Alpha Capital Anstalt (“Alpha”), entered into a Forward Share Purchase Agreement (the “Forward Purchase Agreement”). Prior to effecting the Forward Purchase Agreement, Alpha had purchased shares from an unaffiliated party which had elected to redeem 300,000 shares of Common Stock, par value $0.0001 per share. Under the terms of the Forward Purchase Agreement, once the proposed Business Combination is effective, and twelve months (or six-to-nine months if submitted in writing to the Company) have elapsed, Alpha may elect to sell and transfer to the Company up to that number of shares that are then held by Alpha, and the Company shall purchase from Alpha, up to that number of shares that are then held by Alpha, but not to exceed 300,000 shares in the aggregate unless otherwise agreed to in writing by all parties, at a price per share equal to the Redemption Price (as defined in the charter), pursuant to the redemption rights set forth in the Company’s amended and restated certificate of incorporation in connection with the extension of the time in which the Company had to complete a business combination under the governing documents.

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WESTERN ACQUISITION VENTURES CORP.

CONDENSED BALANCE SHEETS


		June 30, 2023		December 31, 2022
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	258,551	$	809,481
Prepaid expenses and other assets	��		188,075		268,208
Total current assets			446,626		1,077,689

Prepaid expenses – non-current			—		17,868
Investments held in Trust Account			8,097,937		117,191,410
TOTAL ASSETS		$	8,544,563	$	118,286,967
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	946,883	$	829,440
Derivative liability – Forward Purchase Agreement			597,285		—
Excise tax payable			1,094,366		—
Income tax payable			305,562		250,739
Franchise tax payable			22,000		163,200
Total liabilities			2,966,096		1,243,379

COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption, $0.0001 par value, 770,221 shares and 11,500,000 shares at redemption value of approximately $10.55 and $10.20 per share as of June 30, 2023 and December 31, 2022, respectively			8,129,583		117,299,975

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—		—
Common stock; $0.0001 par value; 50,000,000 shares authorized; 3,251,000 shares issued and outstanding (excluding 770,221 shares and 11,500,000 shares, respectively, subject to possible redemption) as of June 30, 2023 and December 31, 2022			324		324
Additional paid-in capital			—		1,605,560
Accumulated deficit			(2,551,440)		(1,862,271)
Total stockholders’ deficit			(2,551,116)		(256,387)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT		$	8,544,563	$	118,286,967

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
OPERATING EXPENSES
Professional fees and other expenses	$	(187,706)	$	(831,761)	$	(543,125)	$	(1,316,609)
Franchise tax		(11,000)		(50,000)		(22,050)		(95,839)
LOSS FROM OPERATIONS		(198,706)		(881,761)		(565,175)		(1,412,448)
Other (expense) income:
Interest earned and unrealized loss on marketable securities held in Trust Account		93,954		159,361		283,114		99,639
Change in fair value of forward purchase agreement		(210,365)		—		(167,264)		—
TOTAL OTHER (LOSS) INCOME BEFORE TAXES		(315,117)		(722,400)		(449,325)		(1,312,809)
Income Tax Expense		(17,420)		—		(54,823)		—
NET LOSS	$	(332,537)	$	(722,400)	$	(504,148)	$	(1,312,809)
Weighted average shares outstanding of Common Stock subject to possible redemption		770,221		11,500,000		1,363,026		10,610,497
Basic and diluted net loss per share, Common Stock subject to possible redemption	$	(0.08)	$	(0.05)	$	(0.11)	$	(0.09)
Weighted average shares outstanding of Common Stock not subject to possible redemption		3,251,000		3,251,000		3,251,000		3,221,917
Basic and diluted net loss per share, Common Stock not subject to possible redemption	$	(0.08)	$	(0.05)	$	(0.11)	$	(0.09)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


				Additional				Total
	Common stock			paid-in		Accumulated		stockholders’
	Shares	Amount		capital		deficit		deficit
Balance December 31, 2022	3,251,000	$	324	$	1,605,560	$	(1,862,271)	$	(256,387)
Forward purchase agreement	—		—		(430,021)		—		(430,021)
Excise tax liability arising from redemption of shares	—		—		(1,094,366)		—		(1,094,366)
Accretion of Common Stock subject to possible redemption to redemption value	—		—		(81,173)		(89,488)		(170,661)
Net loss	—		—		—		(171,611)		(171,611)
Balance March 31, 2023	3,251,000	$	324	$	—	$	(2,123,370)	$	(2,123,046)
Accretion of Common Stock subject to possible redemption to redemption value	—		—		—		(95,533)		(95,533)
Net loss	—		—		—		(332,537)		(332,537)
Balance June 30, 2023	3,251,000	$	324	$	—	$	(2,551,440)	$	(2,551,116)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022


								Total
	Common stock			Additional		Accumulated		stockholders’
	Shares	Amount		paid-in capital		deficit		equity
Balance December 31, 2021	2,875,000	$	287	$	24,713	$	(11,371)	$	13,629
Sale of private placement units including over-allotment	376,000		37		3,759,963		—		3,760,000
Proceeds allocated to public warrants, net of offering costs	—		—		3,533,617		—		3,533,617
Accretion for Common Stock subject to possible redemption to redemption value	—		—		(5,712,733)		—		(5,712,733)
Net Loss	—		—		—		(590,409)		(590,409)
Balance March 31, 2022	3,251,000		324		1,605,560		(601,780)		1,004,104
Net loss	—		—		—		(722,400)		(722,400)
Balance June 30, 2022	3,251,000	$	324	$	1,605,560	$	(1,324,180)	$	281,704

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(504,148)	$	(1,312,809)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned and unrealized loss on marketable securities held in Trust Account		(283,114)		(99,639)
Change in fair value of derivative liability – Forward Purchase Agreement		167,264		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		98,001		(441,033)
Accounts payable, accrued expenses and income tax payable		172,267		775,784
Franchise tax payable		(141,200)		93,343
Net cash used in operating activities		(490,930)		(984,354)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account		(60,000)		(116,150,000)
Cash withdrawn from Trust Account in connection with redemption		109,436,586		—
Net cash provided by (used in) investing activities		109,376,586		(116,150,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters’ discount		—		114,500,000
Proceeds from private placement		—		3,760,000
Redemption of Common Stock		(109,436,586)		—
Payment of Sponsor loan		—		(80,000)
Payment of offering costs		—		(431,000)
Net cash (used in) provided by financing activities		(109,436,586)		117,749,000

NET CHANGE IN CASH		(550,930)		614,646
CASH, BEGINNING OF PERIOD		809,481		3,913
CASH, END OF PERIOD	$	258,551	$	618,559

Supplemental disclosure of noncash activities:
Issuance of Forward Purchase Agreement	$	430,021	$	—
Excise tax liability arising from redemption of shares	$	1,094,366	$	—
Accretion of common stock subject to redemption value	$	266,194	$	5,712,733

The accompanying notes are an integral part of these unaudited condensed financial statements.

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WESTERN ACQUISITION VENTURES CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 2023

Note 1 – Description of Organization and Business Operations and Liquidity

As of June 30, 2023, the Company had not commenced any operations. All activity from April 28, 2021 (inception) through June 30, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on January 11, 2022. On January 14, 2022, the Company consummated the IPO of 10,000,000 units (“Units”) with respect to the common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000. Each Unit consists of one share of common stock and one redeemable warrant (the “Public Warrants”). Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company has selected December 31 as its fiscal year end.

As of June 30, 2023, offering costs for the IPO amounted to $1,029,116, consisting of $500,000 of underwriting fees and $529,116 of other costs. The Company was to pay Alliance Global Partners (“A.G.P.”) a business combination marketing agreement fee in an amount equal to 4.5% of the gross proceeds of the IPO (an aggregate amount due to A.G.P. of $5,175,000) if the Company is successful in completing a Business Combination from the amounts being held in the Trust Account (as defined below). If the Company is not successful in completing a Business Combination, A.G.P. will not be entitled to any of this fee (see Note 6). 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.

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and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect such a Business Combination.

On January 6, 2023, the Company voted upon and approved a Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment (collectively known as the “Amendment Agreements”). The Amendment Agreements

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permit an extension of the date by which the Company has to consummate a business combination up to six times, each such extension for an additional one-month period, from January 11, 2023 to July 11, 2023, upon payments to the Trust Account of $10,000 for each one-month extension. On July 9, 2023, the Company voted upon and approved a Second Charter Amendment to be filed with the Delaware Secretary of State and on the Trust Agreement Amendment. The Second Amendment Agreements permit an extension of the date by which the Company must consummate a business combination to January 11, 2024 upon the payment of a nominal fee of $100.

Notwithstanding the July 9, 2023 approval, if the Company is unable to complete a Business Combination by December 31, 2023, (the “Combination Period”), the Company 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, redeem 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 the Company to pay: (a) its income and franchise taxes and (b) up to $100,000 of dissolution expenses, if any, 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 the Company’s remaining stockholders and the Company’s board of directors, dissolve, and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On January 6, 2023, at a special meeting of stockholders, the Company’s stockholders elected to redeem an aggregate of 10,729,779 shares, each share valued at approximately $10.20 per share and totaling $109,436,586.

On April 3, 2023, the Company received a notice in the form of a letter (the “Notice”) from the listing qualifications department staff of The Nasdaq Stock Market notifying the Company that for the last 30 consecutive business days, the Company’s Minimum Value of Listed Securities (“MILS”) was below the minimum of $50 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq listing rule 5450(b)(2)(A). The Notice has no immediate effect on the listing of the Company’s units, common stock, and warrants, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbols “WAVSU,” “WAVS,” and “WAVSW,” respectively. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 2, 2023, to regain compliance. The Notice states that to regain compliance, the Company’s MVLS must close at $50 million or more for a minimum of ten consecutive business days during the compliance period ending October 2, 2023. The Company could alternatively apply for listing on the Nasdaq Capital Market, which it expects to do. If the Company does not regain compliance by October 2, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. On October 11, 2023, the NASDAQ staff approved the Company’s move to the Capital Market and confirmed that it was as of that date in compliance with the NASDAQ listing standards.

Separately, NASDAQ has asked the Company to produce evidence relative to its qualification for continued listing based on the number of record and beneficial holders of the Company. In order to maintain such listing it needs to have a minimum of 300 beneficial owners of its shares. The Company demonstrated compliance in October 2023.

While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

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responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest, or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Business Combination Agreement

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 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 (the “Surviving Corporation”). In October 2023, the parties amended and restated the business combination agreement essentially to update the representations and warranties and to provide for the omnibus exchange agreement whereby the holders of the Series A, B, C and D preferred stock of Cycurion agree to exchange those shares for equivalent Series A, B, C and D preferred stock of New Cycurion. 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

Registration Rights Agreement

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 December 31, 2023. 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. 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.

Liquidity and Capital Resources

As of June 30, 2023, the Company had $258,551 in its operating bank accounts, and a working capital deficit of $2,191,908.

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Going Concern

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto, included in the Form 10-K annual report filed by the Company with the SEC on March 31, 2023.

Emerging Growth Company

This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

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liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $258,551 and $809,481 in cash and did not have any cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

Investments Held in Trust Account

At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds that invest in U.S. Treasury Securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Common Stock subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on January 14, 2022, 11,500,000 shares of common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

As of June 30, 2023 and December 31, 2022, the value of common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:


Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants		(3,565,000)
Issuance costs allocated to Public Shares		(997,733)
Plus:
Accretion of carrying value to redemption value		6,862,708
Common stock subject to possible redemption as of December 31, 2022	$	117,299,975
Less:
Redemption		(109,436,586)
Add:
Accretion of carrying value to redemption value		170,661
Common stock subject to possible redemption as of March 31, 2023	$	8,034,050
Add:
Accretion of carrying value to redemption value		95,533
Common stock subject to possible redemption as of June 30, 2023	$	8,129,583

Deferred Offering Costs Associated with the Initial Public Offering

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zero deferred offering costs on the balance sheet, due to the IPO taking place in the first calendar quarter of the year ending December 31, 2022.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $250,000. As of June 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

Fair Value of Derivative Liabilities – Forward Purchase Agreement

The Company accounts for its Forward Purchase Agreement (“FPA”) (see Note 6) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The FPA is valued using a Probability Weighted Expected Return Method (“PWERM”) and certain components of the FPA are valued under the Monte Carlo model (see note 8).

Income Taxes

The Company’s effective tax rate was -5.53% and 0.00% for the three months ended June 30, 2023 and 2022, respectively, and -12.20% and 0.00% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and six months ended June 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Loss per Common Stock Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The weighted average number of shares outstanding were reduced for the effect of an aggregate of 375,000 Founders Shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Since the over-allotment was exercised, no forfeiture happened. The 11,876,000 potential shares of common stock for outstanding Public Warrants and Private Placement Warrants (as defined in Note 4) to purchase the Company’s stock were excluded from diluted earnings per share for the three-and six-month periods ended June 30, 2023 and 2022 because they are contingently exercisable, and the

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contingencies have not yet been met. As a result, diluted loss per share is the same as basic income or loss per share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	Three Months Ended June 30,								Six Months Ended June 30,
	2023				2022				2023				2022
	Common		Common		Common		Common		Common		Common		Common		Common
	stock		stock not		stock		stock not		stock		stock not		stock		stock not
	subject to		subject to		subject to		subject to		subject to		subject to		subject to		subject to
	possible		possible		possible		possible		possible		possible		possible		possible
	redemption		redemption		redemption		redemption		redemption		redemption		redemption		redemption
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(63,694)	$	(268,843)	$	(563,189)	$	(159,211)	$	(148,930)	$	(355,218)	$	(1,007,023)	$	(305,786)
Denominator:
Basic and diluted weighted average shares outstanding		770,221		3,251,000		11,500,000		3,251,000		1,363,026		3,251,000		10,610,497		3,221,917
Basic and diluted net loss per ordinary share	$	(0.08)	$	(0.08)	$	(0.05)	$	(0.05)	$	(0.11)	$	(0.11)	$	(0.09)	$	(0.09)

Accounting for Warrants

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

NOTE 3 — INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT

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NOTE 4 — PRIVATE PLACEMENT UNITS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note – Related Party

On June 9, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note was amended to become payable on the earlier of the IPO or December 31, 2022. The Note was non-interest bearing and became payable on the consummation of the IPO (January 14, 2022). On December 31, 2021, the balance outstanding on the Note was $80,000 which was subsequently repaid on January 14, 2022 in full.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. These units would be identical to the Private Placement Units. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding.

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NOTE 6 — COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

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.

Forward Purchase Agreement

On January 10, 2023, the Company, Cycurion, and Alpha Capital Anstalt (“Alpha”), entered into a Forward Share Purchase Agreement (the “FPA”). Prior to effecting the FPA, Alpha had purchased shares from an unaffiliated party which had elected to redeem 300,000 shares of Common Stock, par value $0.0001 per share (such purchased Shares, the “Recycled Shares”.) Under the terms of the FPA, once the proposed Business Combination is effective, and twelve months (or six to nine months if submitted in writing to the Company) have elapsed, Alpha may elect to sell and transfer to the Company up to that number of shares that are then held by Alpha, and the Company shall purchase from Alpha, up to that number of shares that are then held by Alpha, but not to exceed 300,000 shares in the aggregate unless otherwise agreed to in writing by all parties, at a price per share equal to the Redemption Price (as defined in the charter.)

The FPA provides that subject to conditions under the FPA on the date that is 12 months after the closing of the Business Combination (the “BC Closing”); provided that, Alpha, at Alpha’s sole discretion, may accelerate such date to any of six (6) months after the BC Closing and nine (9) months after the BC Closing by providing notice to WAVS of its election to so accelerate at least two (2) calendar days prior to such date (any such date, the “Put Date”), Alpha may elect to sell and transfer to WAVS up to that number of Shares that are then held by Alpha, but not to exceed 300,000 Shares in the aggregate at a price per Recycled Share equal to the Redemption Price (as defined in Section 9.2(a) of the Current Charter) (the “Shares Purchase Price”). The Put Date may be accelerated by Alpha if (i) the Shares are delisted from the New York Stock Exchange of NASDAQ, (ii) the Agreement is terminated for any reason after the date redemption requests are due in connection with the stockholder vote to approve the Business Combination, or (iii) during any 30-consecutive-trading-day period following the closing of the Business Combination, the VWAP Price (as defined below) for 20 trading days during such period shall be less than $3.00 per Share. For purposes of this Agreement, the “VWAP Price” per Share shall be determined for any trading day or any specified trading period using the Rule 10b-18 volume

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weighted average price per share of Common Stock as reported via a Bloomberg Terminal. The FPA also provides that WAV shall reimburse Alpha for all reasonable and necessary brokerage commissions incurred in connection with the Alpha’s acquisition of Shares, in an amount not to exceed $0.05 per Share and $0.02 per disposition of each Share.

Simultaneously with the BC Closing, WAVS shall transfer into an escrow account for the benefit of Alpha (the “Escrow Account”) with American Stock Transfer & Trust Company, LLC (the “Escrow Agent”), subject to the terms of a customary written escrow agreement (the “Escrow Agreement”) to be entered into on or prior to the BC Closing, an amount equal to the Shares Purchase Price multiplied by the number of Shares held by Alpha as of the closing of the Business Combination (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price on the Put Date, and the additional payments to be made to Alpha described below, if applicable.

Within three business days of receipt by the Escrow Agent and WAVS of written notice that Alpha has sold Recycled Shares the Escrow Agent will release to WAVS an aggregate cash amount equal to (x) the number of Shares sold multiplied by the Reset Price (as defined below) at the time of such sale, and shall release to Alpha an amount in cash equal to the product of (I) the number of Shares sold in the open market multiplied by (II) the difference of (A) the Shares Purchase Price minus (B) the Reset Price. The Reset Price shall initially equal $8.00. The Reset Price shall be adjusted first on the one-month anniversary of the BC Closing, and then every three-month anniversary of the most recent reset date (each such date, a “Reset Date”) to be the lowest of (a) the then-current Reset Price, (b) $8.00 and (c) an amount equal to the product of (i) 1.05 multiplied by (ii) the VWAP Price of the last five (5) trading days immediately preceding the applicable Reset Date, but not lower than $2.00; provided, however, that if WAVS offers and sells or issues any shares or debt or securities that are convertible into or exchangeable or exercisable for shares (including, but not limited to, any equity line of credit or similar facility determined based on the per share price of any draw by WAVS on such facility (with notice of any such draw to be provided to Investor within one (1) business day of such draw), and excluding securities issued or issuable as merger consideration in connection with the Business Combination Agreement, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities), at a price lower than, or upon any conversion or exchange or exercise price of currently outstanding or future issuances of any securities convertible or exchangeable or exercisable for shares (other than any incentive equity outstanding immediately following the closing of the Business Combination, with such exclusion applicable only to the extent the terms and related agreements are not amended with respect to such securities) being equal to a price lower than, the then-current Reset Price (the “Offering Price”), then immediately after such event, the Reset Price shall be further reduced to equal the Offering Price.

The Company accounts for its Forward Purchase Agreement in accordance with the guidance contained in ASC 815-40, under which the FPA does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the FPA as a liability at its fair value and adjusts the FPA to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The FPA is valued using PWERM and Recycled Shares of the FPA are valued under the Monte Carlo model. The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $430,021. The fair value of the Forward Purchase Agreement as of June 30, 2023 was $597,285, which resulted in a change in fair value of the Forward Purchase Agreement of $210,365 and $167,264 recorded in the statements of operations for the three and six months ended June 30, 2023, respectively. (See Note 8)

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business

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combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

On January 6, 2023, the Company’s stockholders redeemed 10,729,779 shares of Common Stock for a total of $1,094,366 of excise tax liability calculated as 1% of the value of the shares redeemed on January 6, 2023.

NOTE 7 — STOCKHOLDERS’ DEFICIT

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 3,251,000 shares of common stock outstanding (comprised of 2,875,000 Founder Shares and 376,000 shares of common stock included in the sale of the Private Placement Units and excluding 770,221 shares and 11,500,000 shares of common stock subject to possible redemption, respectively, at June 30, 2023 and December 31, 2022.)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting, and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

Public Warrants — As of June 30, 2023 and December 31, 2022, there were 11,500,000 Public Warrants outstanding. The Company accounts for the Public Warrants as equity instruments. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If neither that exemption nor another exemption is available, holders will not be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

upon not less than 30 days’ prior written notice of redemption;

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants.

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Private Placement Warrants — As of June 30, 2023 and December 31, 2022, there were 376,000 Private Placement Warrants outstanding. The Company accounts for the Private Placement Warrants as equity instruments. The Private Placement Warrants sold in the private placement are identical to the Public Warrants underlying the Units sold in the IPO, except that such warrants, and the shares of common stock issuable upon the exercise of such warrants, will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions.

NOTE 8 — FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and nonfinancial assets and liabilities that are re-measured and reported at fair value at least annually.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	June 30,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	8,097,937	$	8,097,937	$	—	$	—
Liabilities:
Derivative Liability – Forward Purchase Agreement	$	597,285	$	—	$	—	$	597,285

Quoted

Significant

Prices In

Other

Active

Observable

Unobservable

December 31,

Markets

Inputs

2022

(Level 1)

(Level 2)

(Level 3)

Assets:

U.S. Money Market held in Trust Account

117,191,410

—

The FPA is valued using PWERM and Reset Pricing and counterparty sales of Recycled Shares was modeled using a Monte Carlo simulation based on the stock price, settlement timing and market implied volatility. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the FPA liability is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the FPA. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the FPA. The expected life of the FPA is assumed to be equivalent to its remaining contractual term. The initial fair value of the Forward Purchase Agreement as of January 10, 2023, was $430,021. The fair value of the Forward Purchase Agreement as of June 30, 2023 was $597,285, which resulted in a change in fair value of the Forward Purchase Agreement of $210,365 and $167,264 recorded in the statement of operations for the three and six months ended June 30, 2023, respectively.

The key inputs of the models used to value the Company’s FPA were as follows:


	Initial Measurement Date of
Input	January 10, 2023			June 30, 2023
Risk-free interest rate		4.63	%		5.42	%
Remaining life (Yrs.)		1.72			1.38
Expected volatility		3.73	%		—	%
Redemption Price	$	—		$	10.55
Stock Price	$	10.48		$	10.41

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the three and six months ended June 30, 2023:

	Forward Purchase
	Agreement
Fair value as of January 1, 2023	$	—
Initial measurement on January 10, 2023 – Issuance		430,021
Change in Fair Value		(43,101)
Fair value as of March 31, 2023	$	386,920
Change in Fair Value		210,365
Fair value as of June 30, 2023	$	597,285

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NOTE 9 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited condensed financial statements.

Subsequent to the approval by its stockholders of the Second Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of the Company on July 6, 2023, the Company filed on July 11, 2023 the Charter Amendment with the Delaware Secretary of State. The Charter Amendment extends the date by which the Company must consummate a business combination (the “Extension”), from July 11, 2023, to January 11, 2024. Notwithstanding, the Company will dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Stockholders if Western does not consummate the Business Combination and fails to complete an initial business combination by December 31, 2023.

On July 9, 2023, the Company’s stockholders elected to redeem an aggregate of 464,811 shares requiring payment out of the Trust Account of approximately $4,893,007.

On August 1, 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 is interest bearing and payable upon consummation of a Business Combination. As of the filing of this report, the Company has borrowed $200,000.

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Cycurion, Inc.

Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

Table of Contents


Contents		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)		F-40
Consolidated Balance Sheets		F-42
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)		F-43
Consolidated Statements of Stockholders’ Equity		F-44
Consolidated Statements of Cash Flows		F-45
Notes to Consolidated Financial Statements		F-46-F-64

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders of Cycurion, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Cycurion, Inc. (the “Company”, formerly known as Cyber Secure Solutions, Inc.) as of December 31, 2022, and the related consolidated statements of income (loss) and comprehensive loss (loss), stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred substantial losses during the year ended December 31, 2022. As of December 31, 2022, the Company had a working capital deficit. Accordingly, as of December 31, 2022, these factors gave rise to substantial doubt that the Company would continue as a going concern. Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor since 2018.

San Mateo, California

November 1, 2023

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	As of		As of
	December 31,		December 31,
	2022		2021
Assets
Current assets
Cash	$	96,185	$	666,554
Restricted cash		—		—
Accounts receivable, net		4,376,491		2,656,763
Other receivables		32,600		246,582
Prepaid expenses and other current assets		15,098		339,336
Total current assets	$	4,520,374	$	3,909,235
Non-current assets
Deposit for acquisition target (4)		2,000,000		2,000,000
Fixed assets, net		3,298,425		2,670,789
Intangible assets, net		—		16,590
Right of use assets		114,010		230,316
Security deposits		10,351		10,351
Goodwill		6,592,304		6,592,304
Total non-current assets		12,015,090		11,520,350
Total Assets	$	16,535,464	$	15,429,585
Liabilities and Stockholders’ Equity
Current liabilities
Bank loan-revolving credit line		2,991,407		1,999,919
Bank loan-current portion		743,421		743,421
Loans payable		3,202		1,586
Subordinated promissory notes		3,375,146		1,850,000
Accounts payable		1,154,939		1,829,981
Operating lease liability		121,820		120,822
Accrued liabilities		1,490,643		1,335,305
Deferred revenue		11,803		463,757
Total current liabilities		9,892,381		8,344,791
Bank loan-long term portion		186,543		928,319
Long-term loan payable		146,798		148,414
Operating lease liability non-current		—		121,881
Series A convertible preferred stock ($0.001 par value, 500,000 shares authorized, 345,528 issued and outstanding)		1,294,117		1,294,117
Total non-current liabilities		1,627,458		2,492,731
Total Liabilities	$	11,519,839	$	10,837,522
Commitments & Contingent Liabilities
Stockholders’ Equity
Common stock ($0.001 par value, 70,000,000 shares authorized, 14,642,494 and 14,355,726 issued and outstanding, respectively)		14,643		14,356
Additional paid in capital		7,336,931		5,375,643
Accumulated deficit		(2,335,949)		(797,936)
Total Stockholders’ Equity		5,015,625		4,592,063
Total Liabilities and Stockholders’ Equity	$	16,535,464	$	15,429,585

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)


	For the Years ended
	December 31,
	2022		2021
Net revenues	$	16,600,330	$	16,879,311
Cost of revenues		14,209,498		14,528,846
Gross profit		2,390,832		2,350,465
Operating expenses:
Selling, general and administrative expenses		2,557,404		2,179,656

Operating income (loss)		(166,572)		170,809
Other income (expenses):
Interest income		—		—
Interest expense		(847,579)		(892,888)
Financing expense		(1,062,692)		—
Other income		751,612		924,724
Other expenses		(212,577)		—
		(1,371,236)		31,836
Income (loss) before tax		(1,537,808)		202,645
Income tax		205		12,320
Net income (loss)	$	(1,538,013)	$	190,325
Comprehensive income (loss)	$	(1,538,013)	$	190,325
Income (loss) per share
Basic income (loss) per share	$	(0.11)	$	0.02
Diluted income (loss) per share	$	(0.11)	$	0.04
Basic weighted average shares outstanding		13,908,167		11,370,798
Diluted weighted average shares outstanding		19,565,082		13,983,842

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Common stock			Additional
	Number of			paid-in		Treasury		Accumulated
	Shares	Amount		capital		Stock		deficit		Total
Balance as of December 31, 2020	10,852,712	$	10,853	$	1,214,777	$	—	$	(988,261)		237,369
Common stock and warrant issued	1,508,678		1,509		1,410,860		—		—		1,412,369
Common stock issued for asset purchase	1,802,444		1,802		2,398,198		—		—		2,400,000
Common stock issued for compensation for asset purchase	91,892		92		101,908		—		—		102,000
Common stock issued for conversion of debt	100,000		100		249,900		—		—		250,000
Net loss	—		—		—		—		190,325		190,325
Balance as of December 31, 2021	14,355,726	$	14,356	$	5,375,643		—	$	(797,936)	$	4,592,063
Stock based compensation	—		—		243,433		—				243,433
Common stock and warrant issued	472,816		473		1,767,669		—		—		1,768,142
Cancellation of treasury stock	(186,048)		(186)		—		186		—		—
Purchases of treasury stock	—		—		(49,814)		(186)		—		(50,000)
Net loss	—		—		—		—		(1,538,013)		(1,538,013)
Balance as of December 31, 2022	14,642,494	$	14,643	$	7,336,931	$	—	$	(2,335,949)	$	5,015,625

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Years ended
	December 31,
	2022		2021
Cash flows from operating activities
Net income (loss)	$	(1,538,013)	$	190,325
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Stock based compensation		243,433		—
Financing expense		1,062,692		—
Amortization of preferred stock discount		—		331,978
Amortization of debt discount		230,486		10,026
Depreciation of fixed assets		60,100		68,654
Bad debt		94,730		18,422
Gain on settlement of debt		(750,000)		—
Forgiveness of loan payable		—		(920,200)
Changes in operating assets and liabilities:
Change of right of use asset and lease liabilities		(4,577)		(6,684)
Accounts and other receivables		(1,600,476)		348,209
Advance and prepayments to suppliers		324,238		(284,967)
Accounts and other payables		(519,704)		375,814
Deferred revenue		(451,954)		(134,836)
Net cash used in operating activities		(2,849,045)		(3,259)
Cash flows from investing activities
Deposit for acquisition target		—		(598,077)
Purchase of plant and equipment		(671,146)		(162,996)
Net cash used in investing activities		(671,146)		(761,073)
Cash flows from financing activities
Proceeds from private placement		—	��	1,412,369
Net proceeds from line of credit		949,822		91,349
Proceeds from all bank borrowings		125,000		—
Repayment of all bank borrowings		(875,000)		(750,000)
Proceeds from loans payable		—		400,000
Proceeds from notes payable		3,405,000		—
Repayment of note payable and purchase of treasury stock		(655,000)		—
Net cash provided by financing activities		2,949,822		1,153,718
Net change in cash and restricted cash		(570,369)		389,386
Cash – beginning of period		666,554		277,168
Cash – end of period	$	96,185	$	666,554
Supplementary cash flow information:
Interest paid	$	475,344	$	513,669
Income taxes paid	$	—	$	—
Non-cash investing and financing activity
Common stock issued for asset purchase	$	—	$	2,400,000
Common stock issued for compensation for asset purchase	$	—	$	102,000
Common stock issued for conversion of debt	$	—	$	250,000
Common stock and warrant issued with Subordinated promissory notes	$	705,450	$	—
Cancellation of treasury stock	$	186	$	—

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

Notes to Consolidated Financial Statements

As of and for the Years Ended December 31, 2022 and 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

Cycurion, Inc (f/k/a KAE Holdings, Inc.; f/k/a Cyber Secure Solutions, Inc.; the “Company” or “we”) was incorporated on October 12, 2017, in the state of Delaware. Through its subsidiaries, the Company provides premier information technology security solutions. The Company continually strives to deliver top-notch services in the areas of risk management, cybersecurity, information assurance, systems engineering and help desk solutions. The Company is headquartered in McLean, Virginia. On July 14, 2020, the Company changed its corporate name from KAE Holdings, Inc. to Cyber Secure Solutions, Inc., and, on February 24, 2021, to Cycurion, Inc.

On November 22, 2017, the Company acquired Axxum Technologies, LLC (“Axxum”), a limited liability company organized on December 29, 2006, in the Commonwealth of Virginia.

On April 3, 2019, the Company acquired Cloudburst Security, LLC (“Cloudburst”), a limited liability company organized on January 12, 2007, in the Commonwealth of Virginia.

On May 28, 2021, the Company effectuated a four-for-one forward split of its Common Stock. All share and per-share information in these financial statements retroactively reflect this reverse stock split.

Going Concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. As of December 31, 2022, there was substantial doubt regarding the Company’s ability to continue as a going concern, as the Company had a net working capital deficit and an accumulated deficit resulting from substantial losses incurred during the year ended December 31, 2022 and from prior periods. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. As of December 31, 2022, the Company had an accumulated deficit of $2,335,949 and a working capital deficit of $5,372,007. In addition, the Company had a net cash outflow of $2,849,045 from operating activities during the years ended December 31, 2022. These circumstances continued to give rise to substantial doubt as to whether the Company will be able to continue as a going concern and did not alleviate the doubt outstanding from 2021.

Management’s plan is to continue improve operations to generate positive cash flows and register shares of its common stock in order to undertake a public offering to raise additional capital. Management believes that the valuation and liquidity brought buy a public offering of its securities will allow holders of convertibles notes, and convertible preferred stockholders the mechanism to convert their securities into common stock that will reduce the Company’s overall leverage and debt service requirement. If the Company is not able to continue generating positive operating cash flows, and raise additional capital, there is the risk that the Company may become insolvent.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which include the application of the accrual basis of accounting in accordance with the generally accepted accounting principles (“GAAP”) in the United States. The Company’s fiscal year end is December 31. The Company’s financial statements are presented in US dollars.

Principles of consolidation

These financial statements include the accounts of Cycurion, Inc. (f/k/a KAE Holdings, Inc.; f/k/a Cyber Secure Solutions, Inc.) and its wholly owned subsidiaries: Axxum Technologies, LLC, Cloudburst Security, LLC and Cycurion Innovation, Inc. All significant inter-company balances, fees, and expenses have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures regarding contingent liabilities at the date of the financial statements. These estimates may affect the reported amounts for certain revenues and expenses incurred during the reporting period; actual results may materially differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits in banks, and any investments with maturities with less than three months from inception to maturity. The Company’s primary bank deposits are located in the United States. Those deposits are provided protection under FDIC insurance up to maximum of $250,000. Any deposits in excess of the aforementioned maximum are at risk of loss if those banks become insolvent; however, management has determined that the risk of loss from insolvency by those financial institution at which it has deposited it funds is insignificant and unlikely; accordingly, the Company has not accrued for any potential losses.

Accounts receivable

Accounts receivable are carried at the amounts invoiced to customers less allowance for doubtful accounts. The allowance is an estimate based on a review of individual customer accounts on a quarterly basis. Accounts receivable are written off against allowances when they are deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as other income when received.

The Company’s review on the collectability of accounts receivable is based on an assessment of historical experience, current economic conditions, future expectation regarding customer solvency, and other collection indicators.

The Company also assessed the creditworthiness and solvency of its customers at December 31, 2022 and 2021 and determined that those customers were unlikely not to settle their balances in full; accordingly, as of December 31, 2022 and 2021, the Company’s estimated allowance for doubtful accounts was both zero.

Property, plant, and equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives of the equipment are as follows:


Office equipment		3 years
Furniture and fixtures		5 years
Leasehold improvement		Co-terminal with lease
Capital lease		1 year
Software		3 years

The cost of maintenance and repairs to fixed assets are charged to expenses as incurred.

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Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business combination. In accordance with FASB ASC Topic 350, “Goodwill and Other Intangible Assets”, goodwill is no longer subject to amortization. Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally determined using a discounted cash flow analysis.

If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of income. As of December 31, 2020, the Company evaluated the fair value of Cloudburst and decided to impair the goodwill in an amount of $1,400,000. As of December 31, 2022 and 2021, no impairment of goodwill was recognized.

Accounting for long-lived assets

The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may be the result of becoming obsolete from a change in the industry or new technologies. Impairment is present if the carrying amount of an asset is less than its undiscounted cash flows to be generated.

If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Bank loans

The Company accounts for borrowings from banks as either current or long-term borrowings. Origination and closing costs for long term borrowings are accounted for using the effective interest method and accreted to the Company’s outstanding balances owed over the life of the long-term loan, and the related interest expense is recognized to the results of operations.

Revenue recognition

The Company adopted ASC Topic 606, Revenue from Contracts with Customers. Revenue from contracts with customers is recognized using the following five steps:

Identify the contract(s) with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract; and

Recognize revenue when (or as) the entity satisfies a performance obligation.

In applying ASC 606, the Company will recognize revenue when the Company has negotiated and formalized the terms of the transaction in the form of written contracts with their customers that set forth the sales price, the scope of services to be delivered by professional technology infrastructure and cyber engineers measured in hours, accompanied by hourly billing rates, and payment terms; typically, the performance obligations in the contract are the delivery of service hours; when the Company has obtained evidence that the service has been delivered and the performance obligations have been fulfilled, it will record revenue and either recognize an asset such as accounts receivable or decrease deferred revenue from its liabilities.

Management has determined that its services business can be segregated into four types of business. Each type of service has its own methodology for recognizing revenue.

Advisory Consulting

The Advisory Consulting practice is selling the time of highly trained engineers to Governmental entities. Many of the staff have top-secret government clearance. Time is sold as an individual measurable unit service or as a series of identical units. The

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performance obligations in the agreements are generally combined into one performance obligation, as they are considered a series of distinct services, and are satisfied over time because the client simultaneously receives and consumes the benefits provided as the Company performs the services. Management has determined that its advisory consulting services represent a single performance obligation that is delivered over time. At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; funds that are received in advance are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

Managed Security Service Practice (MSSP)

Management has determined that its managed security service practice is a bundle of cybersecurity software tools, and expert 24x7x365 monitoring and breach resolution service that is accounted for as a single performance obligation that is delivered over time which is typically a month; the components of the bundle have individual commercial value; however, management believes assigning stand-alone value to each component is impractical because each component would not be able to be fully implemented or utilized if not packaged with the other components; therefore, management believes the MSSP can only be sold as a bundle package over time. At the time that the Company recognizes revenue it has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

Managed Service Provider (MSP)

Management has determined that its managed security provider line of business where the Company offers IT infrastructure support such as desktop support, and in-house or cloud-based network infrastructure troubleshooting. This service is accounted for as a single performance obligation that is delivered over time, which is typically a month; At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

Software as a service (SaaS)

Management has determined that its software as a service is a suite of cybersecurity tools that are delivered remotely or on customer premises. The service is delivered on a monthly basis. The cybersecurity tools are typically sold as a package; however the individual components of the suite of tools can either be sold individually or bundled together. Regardless, if they are sold individually or a bundle suite, they are all delivered over time; accordingly, the Company recognizes revenue over time, which is typically monthly; At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

The following table shows the changes in the contract liabilities accounts shown as deferred revenue of the Company’s consolidated balance sheets as of December 31, 2022 and 2021.


	December 31,		December 31,
	2022		2021
Balance, beginning of year	$	463,757	$	598,593
Deferral of revenue		26,803		687,806
Recognition of deferred revenue		(478,757)		(822,642)
Balance, end of year	$	11,803	$	463,757

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Deferred Revenue

As of December 31, 2022 and 2021, non-cancelable contract obligations that the Company must fulfill have been recognized as deferred revenue liability on the Company’s consolidated balance sheets.

Cost of revenue

Cost of revenue primarily consists of compensation expenses for program personnel, and the fringe benefits associated with this compensation, subcontractor costs, and other direct expenses incurred to deliver services to customers.

Selling, general, and administrative expenses

Selling, general and administrative expenses are expensed as incurred.

Research and development

The Company expenses research and development as incurred. During the years ended December 31, 2022 and 2021, the Company incurred $645,280 and $110,078, respectively, of research and development expenses that were included as general and administrative expenses in the Company’s result of operations.

Income taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per-share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

December 31, 2022 and 2021, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Financial instruments

The Company’s accounts for financial instruments in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” which requires disclosure of the fair value of financial instruments held by the Company and ASC Topic 825, “Financial Instruments,” which defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualifies as a financial instrument and each is a reasonable estimate of its respective fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, earns out from acquisitions, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

Lease

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight- line basis over the lease term in our consolidated statement of operations.

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income includes the foreign currency translation adjustment and unrealized gain or loss.

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt — Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging — Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (i) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (ii) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements.

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NOTE 3 – ACCOUNTS AND OTHER RECEIVABLES

Accounts and other receivables consisted of the following as of December 31, 2022 and 2021:


	December 31,		December 31,
	2022		2021
Gross accounts and other receivables	$	4,376,491	$	2,656,763
Less: Allowance for doubtful accounts		—		—
	$	4,376,491	$	2,656,763

During the years ended December 31, 2022 and 2021, the Company directly wrote-off bad debt to its results of operations in the amounts of $94,730 and $18,422, respectively.

NOTE 4 – DEPOSIT FOR ACQUISITION TARGET

As of December 31, 2020, the Company had contemplated the acquisition of SLG Innovation, Inc. (“SLG”); accordingly, as of such date, the Company set aside $1,401,923 as a refundable deposit for the potential acquisition, which refundable deposit included $561,808 of cash advances and loans to SLG, $20,000 of capitalized transaction costs, and $820,025 in accounts receivable owed to the Company by SLG that had been accumulated in the course of doing business. On May 13, 2021, the Company entered into an agreement, the result of which would have been the acquisition of substantially all of SLG’s assets and certain of its liabilities. That agreement allowed for the Company to terminate the acquisition agreement and abandon the transaction contemplated thereby for any reason or for no reason in its sole and absolute discretion prior to December 31, 2021, with no further obligations on its part to SLG or any third party. Subsequently, the Company and SLG modified the May 13, 2021 agreement such that the Company would purchase only certain specified assets from SLG, specifically, certain identifiable sales contracts, but not all or substantially all of the assets of SLG. The modified agreement set forth the consideration that the Company would have paid to SLG, which consideration would have included the refundable deposit, the outstanding balance of which, as of December 31, 2022 and 2021, was $2,000,000. As of each of those dates, the refundable deposit was comprised of $561,808 in cash advances and loans to SLG, $20,000 of related due diligence costs, and $1,418,192 in accounts receivable owed to the Company by SLG. On April 29, 2023, the Company and SLG agreed to supersede the modified May 13, 2021 agreement with a unidirectional letter of intent (the “Unidirectional SLG LOI”) that binds SLG to a transaction but does not bind the Company. The Unidirectional SLG LOI provides that, if the Company does not terminate the transaction contemplated thereby on or before December 31, 2023, the Company will, through a specific structure to be finalized, acquire SLG or all or substantially all of its assets and, in connection with an asset transaction, assume all or substantially all of its liabilities. The agreed-upon valuation for the transaction contemplated by the Unilateral SLG LOI consisted three parts. The first was the $2,000,000 aggregate receivable from SLG in the Company’s favor; the second was the estimated amount of payables $2,136,445) of SLG in favor of RCR Technology Corporation (“RCR”), exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI; and the third was a calculated number of shares of capital stock (996,355) of the Company. In connection with the transaction contemplated by the Unidirectional SLG LOI, on April 29, 2023, the Company and RCR entered into a separate, but related, unidirectional letter of intent (the “Unidirectional RCR LOI”) that binds RCR to a transaction but does not bind the Company. That transaction would be the purchase by the Company from RCR of the payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. The agreed-upon valuation for the transaction contemplated by the Unilateral RCR LOI was the estimated amount of payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. Upon closing of the transaction contemplated by the Unidirectional RCR LOI, the Company will issue to RCR that number of shares of capital stock of the Company set forth in the Unidirectional RCR LOI. In addition to the Company’s unilateral termination rights under the Unidirectional RCR LOI, the transaction contemplated thereby is also fully conditioned upon the closing of the transaction contemplated by the Unidirectional SLG LOI.

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NOTE 5 – FIXED ASSETS

Property, plant, and equipment consisted of the following as of December 31, 2022 and 2021:


	December 31,		December 31,
	2022		2021
At Cost:
Equipment	$	121,272	$	100,178
Furniture and fixtures		26,339		26,339
Leasehold improvements		62,721		62,721
Capital lease		23,004		23,004
Software		3,315,048		2,664,996
		3,548,384		2,877,238

Less: Accumulated depreciation
Equipment		100,905		96,747
Furniture and fixtures		23,994		21,200
Leasehold improvements		62,721		60,272
Capital lease		19,897		19,897
Software		42,442		8,333
Less: Accumulated depreciation		249,959		206,449
	$	3,298,425	$	2,670,789

During the years ended December 31, 2022 and 2021, the Company recorded depreciation expenses in selling, general and administrative expense of $43,510 and $43,868, respectively.

During the years ended December 31, 2022 and 2021, the Company acquired fixed assets of $671,146 and $2,562,996, respectively, of which $2,400,000 was issuance of 1,802,444 shares of common stock.

Cycurion Asset Purchase of Sabres’ Assets

In September 2021, Cycurion purchased the assets of Sabres, including its MDP SaaS platform. This platform efficiently bundles and easily implement the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Through this communication, the MDP can reinforce these layers and generate new security layers in real-time in response to emerging threats. This process is directed by the mathematically based proprietary, cloud-based artificial intelligence (AI) algorithm. Crucially, the AI underpinning the MDP platform is constantly learning. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that knowledge to communicate and protect all MDP clients on the platform. Cycurion paid $2,400,000 for all the source code and intellectual property related to WAF and Bot Hunter solutions. The assets were purchased in a newly formed, wholly owned subsidiary, Cycurion Innovation, Inc.

NOTE 6 – INTANGIBLE ASSETS

Axxum purchased an AT&T contract relationship from Archura, LLC, a company owned by Emmit McHenry and Kurt McHenry at the end of 2018 and received the AT&T purchase orders that went into effect as of January 1, 2019. The contract relationship includes five purchase orders to deliver networking services to AT&T and its clients. The P.O.s are issued on an annual basis and are renewed each year. The consideration given included cash and the forgiveness of accounts receivable that were due from Archura. The contractual relationship was amortized over a four-year period.

In 2019, Axxum started to use Microsoft Dynamics SL as its accounting software and Unanet as its time tracking software. Costs were incurred in supporting the implementation of the SL and Unanet systems. The implementation costs were amortized over the two-year term of Unanet license.

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As of December 31, 2022 and 2021, no impairment of intangible assets was recognized. Intangible assets consisted of the following as of December 31, 2022 and 2021:


	December 31,		December 31,
	2022		2021
At Cost:
Contractual relationship	$	66,361	$	66,361
Implementation		28,099		28,099
		94,460		94,460
Less: Accumulated amortization
Contractual relationship		66,361		49,771
Implementation		28,099		28,099
		94,460		77,870
	$	—	$	16,590

During the years ended December 31, 2022 and 2021, the Company recorded amortization of $16,590 and $24,786, respectively.

NOTE 7 – GOODWILL

Acquisition of Axxum Technologies, LLC.

On November 22, 2017, the Company entered into a share transfer agreement with Axxum and the two prior members of Axxum to purchase 100% of the members’ equity interest in the Company in exchange for $6,500,000 in cash and $500,000 in two subordinated convertible promissory notes for $250,000 each, payable to the two members of Axxum. Accordingly, Axxum became a wholly-owned subsidiary of the Company. The Company assessed the carrying value of Axxum’s assets and liabilities at the date of acquisition and determined that the carrying value of those accounts approximated fair value; the difference between the purchase price paid for the acquisition of Axxum and the net asset value derived from the assets and liabilities of Axxum at the date of acquisition has been recognized as goodwill. Accordingly, the purchase costs of $6,500,000 in cash, $500,000 in promissory notes, and $140,005 in capitalized transaction costs, less $573,150 in adjustment in working capital that is recoverable from sellers resulted in a total purchase cost of $6,566,855; the net asset value of Axxum at the date of acquisition was $1,413,589; accordingly, the Company recognized $5,153,266 in goodwill related to the acquisition of Axxum.

Acquisition of Cloudburst Security, LLC.

On April 3, 2019, the Company entered into a membership interest purchase agreement with Cloudburst Security, LLC, a Virginia limited liability company, and its two equity holders to purchase 100% of the issued and outstanding units in exchange for $500,000 in cash; $540,000 for a promissory note to one equity holder and $360,000 to the other; and 111,628 and 74,420 shares of the Company’s common stock to the two equity holders, respectively, on a post- split basis. Accordingly, Cloudburst became a wholly-owned subsidiary of the Company. The Company assessed the carrying value of Cloudburst’s assets and liabilities at the date of acquisition and determined that the carrying value of those accounts approximated fair value; the difference between the purchase price paid for the acquisition of Cloudburst and the net asset value derived from the assets and liabilities of Cloudburst at the date of acquisition has been recognized as goodwill. The purchase costs of $500,000 in cash, $900,000 in promissory notes, $300,000 in 186,048 shares of the Company’s common stock, $1,400,000 in contingent earnout, $62,305 in capitalized transaction costs, resulted in a total purchase cost of $3,162,305; the net asset value of Cloudburst at the date of acquisition was $323,267; accordingly, the Company recognized $2,839,038 in goodwill related to the acquisition of Cloudburst. On April 20, 2022, the holders of the (i) $900,000 promissory notes and (ii) 186,048 shares of the Company’s common stock tendered them to the Company for cancellation. (See, Note 21. Subsequent Events.)

Relevant factors to the Company’s assessment of the carrying value of goodwill for both business combinations in accordance to the fair value hierarchy under the category of level 3 are as follows: estimation of the growth rate of future incoming and outgoing cash flows, certain elements that comprise the appropriate weighted average cost of capital, such as the equity of potential market participants for comparability analysis, and the Company’s sensitivity to outside factors that would lead to variation in the aforementioned cash flows and weighted average cost of capital.

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Cloudburst was dismissed. Management of the Company performed a quantitative analysis of the carrying value of the subsidiary and its related goodwill by preparing a future discounted cash flow analysis, which included variables such as expectations on future cash flows, calculation of the cost of capital, and the probability of capturing certain contracts under the framework of Cloudburst being a federal government approved service provider, and determined that the fair value as of December 31, 2020 was lower than the carrying value that was previously established at the point of acquisition; accordingly, during the year ended December 31, 2020, the Company determined that the contingent earnout should be de-recognized, and written off in its entirety in the amount of $1,400,000 to the Company’s result of operations, and, as a result of the above assessment, the Company recognized an impairment of goodwill in the amount of $1,400,000 that was also recognized to the Company’s results of operations. The Company’s ending goodwill related to the acquisition of Cloudburst after recognizing impairment was $1,439,038.

NOTE 8 – BANK LOANS

Bank loan-revolving credit line

On November 22, 2017, Axxum procured from Main Street Bank a revolving line of credit with a maximum of up to $1,000,000, subject to certain restrictions based on available collateral pledged to the bank in the form of accounts and trade receivables owed by the Company’s customers. This revolving credit line is available for one year, at which point it may be renewed by Axxum. Axxum incurred origination and closing costs for this line of credit in the amount of $10,000, which Axxum has recognized a prepaid expense that will amortize over one year as interest expense. The stated rate of interest of the revolving line of credit is the prime rate plus 100 basis points, which, at the time of the loan, was 4.50%.

On April 18, 2019, Axxum, Cloudburst, and the Company collectively renewed the revolving line of credit with a maximum aggregate principal sum of $2,000,000 with Main Street Bank. The stated rate of interest of the revolving line of credit increased to 5.75% at the time of the renewal.

On June 29, 2020, the Company amended the revolving line of credit with an extension of the maturity date to June 30, 2021. The stated rate of interest of the revolving line of credit decreased to 5.25% at the time of the amendment.

As of December 31, 2022, the stated rate of interest of the revolving line of credit was 8.50%. Bank term loan Concurrent with Axxum’s procurement of the above-mentioned revolving credit line, Axxum also procured a term loan from Main Street Bank in the amount of $5,250,000 with an expiration of November 22, 2021. The loan is subject to a monthly repayment of principal in the amount of $109,375. The loan carries a stated adjustable interest rate of the prime rate plus 200 basis points, which, at the time of the loan, was 5.50%. Axxum incurred closing and origination costs totaling $211,729. The imputed interest rate after giving effect for the closing and origination costs was 7.82%.

Axxum is subject to the following affirmative loan covenants: (i) on or after December 31, 2017 but prior to June 30, 2018, minimum tangible net worth (net liability) of $2,250,000; on or after June 30, 2018 but prior to June 30, 2019, minimum tangible net worth (net liability) of $1,250,000; on or after June 30, 2019 but prior to December 31, 2019, minimum tangible net worth (net liability) of $950,000; on or after December 31, 2019 but prior to June 30, 2020, minimum tangible net worth (net asset) of $1750,000; on or after June 30, 2020 but prior to December 31, 2020, minimum tangible net worth (net asset) of $2,500,000; on or after December 31, 2020 but prior to June 30, 2021, minimum tangible net worth (net asset) of $3,000,000; on or after June 30, 2021 but prior to December 31, 2021, minimum tangible net worth (net asset) of $3,500,000; on or after December 31, 2021, minimum tangible net worth (net asset) of $5,000,000, (ii) interest coverage ratios must be greater than 1.25-to-1, measured on quarterly basis, using a rolling four-quarter basis, beginning with the fiscal quarter ending December 31, 2017, (iii) the Company and Axxum must achieve minimum consolidated earnings before tax interest, tax, depreciation and amortization of (“EBITDA”) greater than $300,000 per quarter, and (iv) annual capital expenditures must be less than $50,000. Management conferred with the bank regarding the covenants and determined that the Company was in compliance after giving effect to clarification in the definitions and formulas set forth by the bank in regard to the calculation of the above covenants.

On April 18, 2019, Axxum, Cloudburst, and the Company collectively amended the Loan and Security Agreement, including the addition of Cloudburst as a borrower. The stated interest rate increased to 6.75% and the loan covenants remained the same.

On June 29, 2020, the Company amended and restated the Loan and Security Agreement by extending the maturity date to March 22, 2024 with a monthly repayment of principal in the amount of $62,500 on or after June 22, 2020. The stated interest rate decreased to 6.25%.

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The loan covenants were replaced as follows: (i) on or after June 30, 2020 but prior to December 31, 2020, minimum tangible net worth (net liability) of $2,750,000; on or after December 31, 2020 but prior to June 30, 2021, minimum tangible net worth (net liability) of $2,250,000; on or after June 30, 2021 but prior to December 31, 2021, minimum tangible net worth (net liability) of $1,750,000; on or after December 31, 2021, but prior to June 30, 2022, minimum tangible net worth (net liability) of $1,250,000; on or after June 30, 2022 but prior to December 31, 2022, minimum tangible net worth (net asset) of $500,000; on or after December 31, 2022, but prior to June 30, 2023, minimum tangible net worth (net asset) of $1,250,000; on or after June 30, 2023 but prior to December 31, 2023, minimum tangible net worth (net asset) of $2,000,000; on or after December 31, 2023, minimum tangible net worth (net asset) of $2,500,000, (ii) interest coverage ratios must be greater than 1.20-to-1, measured on quarterly basis, using a rolling four-quarter basis, beginning with the fiscal quarter ending June 30, 2020 (iii) the Company must achieve minimum consolidated earnings before tax interest, tax, depreciation and amortization of (“EBITDA”) greater than $300,000 per quarter, and (iv) annual capital expenditures must be less than $50,000.

As of December 31, 2022, the stated rate of interest of the loan was 9.50%.

The Company has categorized balances due within one operating period as current and those payments due after one operating period as long-term. As of December 31, 2022 and 2021, the Company recorded bank loan-current portion of $743,421, net of debt discount of $6,579 and $743,421, net of debt discount of $6,579 and bank loan-long term portion of $186,543, net of debt discount of $0 and $936,543, and net of debt discount of $8,224 and, respectively.

Loan principal repayment table:


2023		750,000
2024		186,543
	$	936,543

Pledge agreement

Concurrent with Axxum’s procurement of the above-mentioned revolving credit line and loan, Axxum entered into a Pledge Agreement. The following pledges of collateral and credit enhancement were made by Axxum and the Company as the sole member of Axxum: (i) the Company equity ownership in Axxum and (ii) all of Axxum’s assets, such as accounts, instruments, equipment, fixtures, deposit accounts, letter of credit rights, and any other assets. All future debt is subordinated to the bank term loan until the term loan is repaid in full. Personal guarantees have also been made by Emmit McHenry, Kurt McHenry, and Alvin McCoy III, as officers and stockholders of the Company in support of the term loan.

On April 18, 2019, Axxum, Cloudburst, and the Company collectively amended the Pledge Agreement, including the addition of Cloudburst as a pledgor. The following pledges of collateral and credit enhancement were made by Axxum, Cloudburst, and the Company: (i) all of the equity of Axxum, Cloudburst and each other subsidiary of the Company then owned or hereafter acquired by the Company and (ii) all rights to which the owner of the pledged equity then or may thereafter become entitled by virtue of owning such pledged equity and being a member of Axxum, Cloudburst, and each other subsidiary of the Company.

NOTE 9 – LOANS PAYABLE

EIDL Loan

On July 16, 2020, the Company executed the standard loan documents required for securing loans (the “EIDL Loan”) offered by the U.S. Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue from the date of the EIDL Loan. Installment payments, including principal and interest, are due monthly beginning January 16, 202 (thirty months from the date of the EIDL Loan) in the amount of $731. The balance of principal and interest is payable 30 years from the date of the EIDL Loan. The Company recorded note payable as $0 and $1,586 of loan payable under current liability and $150,000 and $148,414 of long-term loan payable, respectively, as of December 31, 2022 and 2021.

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NOTE 10 – SUBORDINATED PROMISSORY NOTES

Subordinated convertible notes payable

As part of the consideration for the acquisition of Axxum by the Company, the Company issued two subordinated convertible promissory notes for $250,000 each to the prior members of Axxum as partial consideration for their equity interest in Axxum. These notes became due on May 22, 2020. They carry an annual interest rate of 4% with quarterly coupon payments due on February 22, 2018, May 22, 2018, August 22, 2018, November 22, 2018, February 22, 2019, and the on the 22nd day following the end of each quarter in subsequent periods. Each note is entitled to be converted into 25,000 shares of the Company’s common stock at an effective conversion price of $10.00 per share on or after November 22, 2019. The Company has determined that there was no beneficial conversion feature resulting from the issuance of these notes. The notes were amended to extend the maturity date to August 1, 2021. During the year ended December 31, 2021, one convertible promissory note of $250,000 was converted into 100,000 shares of common stock.

As of December 31, 2022 and 2021, the Company had outstanding convertible notes payable of $250,000.

Subordinated promissory notes payable

As part of the consideration for the acquisition of Cloudburst by the Company, the Company issued four promissory notes in the aggregate principal value of $900,000 to two prior members of Cloudburst as partial consideration for their membership interests in Cloudburst. Two notes with a principal value of $120,000 and $180,000, respectively, became due on July 15, 2019; the other two notes with a principal value of $240,000 and $360,000, respectively, become due on September 15, 2019. The notes carry an annual interest rate of 4% due and payable on maturity date. The notes were currently in default as of December 31, 2021. On April 20, 2022, the holders of the four promissory notes tendered them to the Company for cancellation.

On April 20, 2022, the Company settled litigation with the former sellers of Cloudburst for $200,000 in exchange for their tendering to the Company for cancellation (i) the $900,000 promissory notes and (ii) 186,048 shares of common stock that the Company had issued to them in connection with their selling Cloudburst to the Company in April 2019. During the year ended December 31, 2022, the Company recorded gain on settlement of debt of $750,000 and 186,048 shares of treasury stock.

Subordinated Promissory notes payable

As bridge capital until the Company closes the next round of equity capital, the Company issued three promissory notes in the aggregate principal value of $737,250 to two investors. One note with a principal value of $131,250 was due on March 23, 2020, representing $6,250 in Guaranteed Interest; another note with a principal value of $303,000 was due on June 30, 2020, representing $2,500 in original issuance discount and $500 in guaranteed interest; a third note with a principal value of $303,000 was due on October 5, 2020, representing $2,500 in original issuance discount and $500 in interest. The first note carries an annual interest rate of 5%, whereas the other two notes carry an annual interest rate of 4.5% that commenced upon the funding date through the date of repayment. During the year ended December 31, 2020, the Company repaid $437,250; accordingly, as of December 31, 2020, there was one promissory note outstanding with principal of $300,000.

During the year ended December 31, 2021, the Company refinanced the $300,000 outstanding note by issuing a new unsecured promissory note for a principal value of $300,000 with an annual interest rate of 24.0%. Additionally, the Company issue a second and third unsecured promissory note for working capital purposes in the amounts of $300,000 and $100,000, each with an annual interest rate of 24.0%.

On April 20, 2022, the Company issued to an otherwise unaffiliated investor a $100,000 promissory note for $100,00 in gross proceeds.

On June 21,2022, the Company issued to an otherwise unaffiliated investor a $125,000 promissory note for $125,000 in gross proceeds.

On September 21, 2022, the Company issued to an otherwise unaffiliated investor a $355,000 promissory note for $205,000 in gross proceeds. The company has existing borrowing of $125,000, that is being refinanced and is now included in this note.

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On November 23, 2022, the Company retired two promissory notes, one note totaling $355,000, and a second note totaling $100,000.

As of December 31, 2022 and 2021, the Company had outstanding notes payable of $700,000.

On March 22, 2022, the Company issued subordinated convertible promissory notes with principal value of $526,315 to six investors. While subordinate to bank lender the notes are secured by The Company’s assets. The Company issued to an independent director a $236,842 subordinated convertible note. The Company issued to an otherwise unaffiliated investors of subordinated convertible notes in principal amounts of $52,631 to three investors, $105,263 to a fifth investor and $26,315 to a sixth investor. The notes carry annual interest rate of 8% that commenced upon funding date through the date of repayment.

On November 22, 2022, the Company issued to three otherwise unaffiliated investors $2,777,778 promissory notes, 394,011 common shares and 984,557 warrants for $2,500,000 in gross proceeds.

As of December 31, 2022, the Company had outstanding convertible promissory notes of $3,304,093.

NOTE 11 – PRIVATE PLACEMENT

On November 27, 2017, the Company issued to certain accredited investors and a placement agent investment unit that were comprised of Series A Convertible Preferred Stock, Warrants, and common stock. The net proceeds of the transaction after deducting placement agent and closing fees were $1,164,713; these proceeds were allocated to the preferred stock, warrants, and common stock according to the following amounts: $770,100, $393,945, and $667, respectively.

The Company issued 345,528 shares of Series A Convertible Preferred Stock to the investors and a placement agent that are convertible into 345,528 of newly issuable shares of the Company’s common stock. Management assessed the attributes of the Series A Convertible Preferred Stock and determined that the securities for accounting purposes should be treated as debt, as they call for liquidation preference, preferred dividends that are akin to interest payments, and certain redemption features that require settlement in cash. The convertible stock is redeemable May 20, 2021. In the event that the convertible stock is redeemed, the Company will be required to pay a redemption premium of $129,412 in excess of the face value of $1,294,117; the total redemption value would be $1,423,529. The Company has determined that there was discount from the issuance costs, discount related to the valuation of the warrants, and discount related beneficial conversion feature of the convertible preferred stock totaling $1,048,034. The Company accounts for the convertible stock discount and redemption premium via a convertible preferred stock contra account that accretes to the redemption value over five years. At each reporting period, the Company accounts for the accretion as an increase to the net value of the convertible preferred stock and corresponding charge to the interest expense is recognized to results of operations. During the years ended December 31, 2022 and 2021, the Company recorded amortization of discount of $0 and $331,978, respectively.

Warrant

During the year ended December 31, 2021, the Company issued to an otherwise unaffiliated investors 1,508,678 restricted shares of its Common Stock and warrants exercisable for up to 406,969 restricted shares of Common Stock for a four-year period at an exercise price of $1.84 in a private placement for gross proceeds of $1,600,000.

On January 15, 2022, the Company issued 1,333,336 warrants at exercise price of $0.45. The warrants will expire on November 22, 2025. The Company recorded fair value of warrants of $819,717 as financing expense.

On March 8, 2022, the Company issued 529,067 warrants to the originators of $700,000 of investor notes at exercise price of $0.92. The warrants will expire on March 8, 2026. The Company recorded fair value of warrants of $238,942 as financing expense.

On March 22, 2022, the Company issued 196,911 warrants with subordinated convertible promissory note at exercise price of $1.41. The warrants will expire on March 22, 2026 respectively. The Company recorded fair value of warrants of $51,449 as debt discount. During the years ended December 31, 2022, the Company recorded amortization of debt discount of $15,534.

On November 22, 2022, the Company issued 984,557 warrants with subordinated convertible promissory note at exercise price of $1.41. The warrants will expire on April 21, 2028, respectively. The Company recorded fair value of warrants of $643,313 as debt discount. During the years ended December 31, 2022, the Company recorded amortization of debt discount of $589,703.

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Valuation

The Company utilizes the Black-Scholes model to value its warrants. The Company utilized the following assumptions:


	December 31,
	2022
Expected term	$	1.93 – 2.75 years
Expected average volatility		87% – 105	%
Expected dividend yield		—
Risk-free interest rate		0.99% – 4.32	%

A summary of activity during the period ended December 31, 2022 and 2021 follows:


				Weighted
	Number of	Weighted Average		Average
	shares	Exercise Price		Life (years)
Outstanding, December 31, 2020	1,333,336	$	2.63	0.89
Granted	406,969		1.84	4.00
Exercised	—		—	—
Expired	(1,333,336)		2.63	—
Outstanding, December 31, 2021	406,969	$	1.84	3.53
Granted	3,043,871		0.90	4.49
Exercised	—		—	—
Expired	—		—	—
Outstanding, December 31, 2022	3,450,840	$	1.01	3.69

The Company has accounted for the issuance of common stock and warrants issued for cash proceeds in the private placements as equity instruments. Management believes that the warrants are indexed to and are settled in the Company’s own common stock; therefore, they should be accounted for as permanent equity.

NOTE 12 – LEASE COMMITMENTS

Operating lease

After the acquisition of Cloudburst, the Company entered into a new non-cancelable operating lease agreement with Scandium, LLC, for the lease of a new floor in the same building as it had occupied. This new lease agreement commenced on December 1, 2019 and expires in 48 months. The monthly rent for the first 12 months was $10,351, the second 12 months was $10,687, the third 12 months will be $11,035, and the fourth 12 months will be $11,393. The agreement calls for a security deposit of $10,351.

The Company recognized operating lease ROU assets and lease liabilities as follows:


	December 31,		December 31,
	2022		2021
Operating lease ROU asset	$	114,010	$	230,316

	December 31,		December 31,
	2022		2021
Operating lease liabilities
Current portion	$	121,820	$	120,822
Non-current portion		—		121,881
Total	$	121,820	$	242,703

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As of December 31, 2022, future minimum lease payments under the non-cancelable operating leases are as follows:


Future payment
2023		125,328
2024		—
	$	125,328

The monthly rental expense using the straight-line method over 48 months is $10,867.

The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2022:


Weighted average discount rate	6.75	%
Weighted average remaining lease term (years)	0.92

The Company recognized total lease expense of $128,200 and $128,200, for the years ended December 31, 2022 and 2021, primarily related to operating rent lease costs paid to lessors.

NOTE 13 – CONTRACTUAL COMMITMENTS

The Company entered into contract with a vendor for the provision of services from October 1, 2020 to September 30, 2021. The mutual satisfaction of the contract is necessary for both the Company and the vendor so that the Company may, in turn, satisfy certain future performance obligations under its revenue generating contracts with its customers. As of December 31, 2022 and 2021, the outstanding commitment to the vendor was $0 and $598,516, respectively.

NOTE 14 – RISKS

Credit risk

The Company’s primary bank deposits are located in the United States. Those deposits are provided protection under FDIC insurance up to maximum of $250,000. Any deposits in excess of the aforementioned maximum are at risk of loss if those banks become insolvent.

The Company is subject to risk borne from credit extended to customers.

Interest risk

The Company is subject to interest rate risk when its loans become due and require refinancing or if the prime rate adjusts, as the Company’s loans are based on adjustable interest rates.

Inflation risk

Management monitors changes in prices levels. Historically, inflation has not materially impacted the Company’s financial statements; however, significant increases in the cost of labor that cannot be passed on to the Company’s customers could adversely impact the Company’s results of operations.

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Concentration risks

The following table sets forth information as to each customer that accounted for 10% or more of the Company’s revenues for the years ended December 31, 2022 and 2021. Accordingly, there was a concentration of risk in demand for the Company’s services.


	Revenue
	For the years ended December 31,
	2022				2021
Customer	Amount		%		Amount			%
A	$	8,653,172	52	%	$	6,382,836	��	41	%
B	$	3,405,478	21	%	$	3,759,488		24	%
C	$	1,161,342	7	%	$	1,995,351		13	%


	Accounts receivable
	At December 31,
	2022				2021
Customer	Amount		%		Amount		%
1	$	3,403,512	78	%	$	994,340	37	%
2	$	—	—		$	516,579	19	%
3	$	373,698	9	%	$	268,284	10	%
4	$	299,525	7	%

NOTE 15 – FINANCIAL INSTRUMENTS

The Company classified the following securities as financial instruments:

	2022
Liabilities		Level 1		Level 2		Level 3		Total
Subordinated convertible promissory notes	$	—	$	—	$	3,375,146	$	3,375,146
Series A – convertible preferred stock	$	—	$	—	$	1,294,117	$	1,294,117
Equity
Warrants	$	—	$	—	$	1,768,142	$	1,768,142

	2021
Liabilities		Level 1		Level 2			Level 3		Total
Subordinated convertible promissory notes	$	—	$	—		$	1,850,000	$	1,850,000
Series A – convertible preferred stock	$	—	$	—		$	1,294,117	$	1,294,117
Equity
Warrants	$	—	$	—	��	$	134,288	$	134,288

Management believes the carrying values of the above securities approximate their fair values. The subordinated convertible promissory notes carry an interest rate that is indicative of the Company’s overall borrowing cost and the length of time until maturity is not expected to significantly impact their value. The convertible preferred stock, which is akin to debt, has been discounted to its presented carrying value in accordance with the debt discounts and redemption premiums recognized.

NOTE 16 – RELATED PARTY TRANSACTIONS

Personal guarantees were entered by Emmit McHenry, Kurt McHenry, and Alvin McCoy III, as officers and stockholders of the Company in support of the Main Street Bank loan.

Axxum purchased an AT&T contract relationship from Archura, LLC, a company owned by Emmit McHenry and Kurt McHenry at the end of 2018. The contract relationship includes five purchase orders to deliver networking services to AT&T and its clients. The total sales of these five purchase orders were $83,560 and $85,864 as of December 31, 2022 and 2021, respectively.

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NOTE 17 – OTHER INCOME

The other income amount of $751,612 is mainly due to the extinguishment of the debt related to the promissory note in the amount of $750,000 for the years ended December 31, 2022.

The other income amount of $924,724 is mainly due is due to the extinguishment of the debt related to the PPP loan of $920,200. The Company submitted the PPP loan forgiveness application in October 2020 and received notice of completion of forgiveness in January 2022.

NOTE 18 – EARNINGS PER SHARE

The components of basic and diluted EPS were as follows:


	Years ended
	December 31,
	2022		2021
Basic Earnings (Loss) Per Share Numerator
Net Income (Loss)	$	(1,538,013)	$	190,325
Income (Loss) Available to Common Stockholders		(1,538,013)		190,325
Diluted Earnings (Loss) Per Share Numerator
Add back interest for subordinated convertible promissory note		10,000		10,000
Add back interest for series A convertible preferred stock		—		331,978
Income (Loss) Available to Common Stockholders on Converted Basis	$	(1,528,013)	$	532,303
Original Shares:
Basic Weighted Average Shares Outstanding		13,908,167		11,370,798
Dilutive Shares:
Additions from Potential Events
- Conversion of Subordinated Convertible Promissory Note		1,736,533		100,000
- Conversion of Series A Convertible Preferred Stock		2,106,075		2,106,075
- Exercise of Investor and Placement Agent Warrants		3,450,840		406,969
Diluted Weighted Average Shares Outstanding:		21,201,615		13,983,842
Earnings (loss) Per Share
- Basic	$	(0.11)	$	0.02
- Diluted	$	(0.11)	$	0.04
Weighted Average Shares Outstanding
- Basic		13,908,167		11,370,798
- Diluted		13,908,167		13,983,842

NOTE 19 – INCOME TAX

Due to operating losses and the recognition of valuation allowances, the Company has no provision for a current and deferred federal or state income taxes in 2021. In 2020, the Company reversed valuation allowances against previously reserved deferred tax assets, accordingly, there was no provision for current and deferred federal or state income taxes.

Deferred income taxes reflect the net tax effects of temporary and permanent differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows as of:

	December 31,		December 31,
	2022		2021

Non-operating loss carryforward	$	2,296,000	$	758,000
Valuation allowance		(2,296,000)		(758,000)
Net deferred tax asset	$	—	$	—

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The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. During year ended December 31, 2022, the valuation allowance increased by approximately $1,538,000. The Company has net operating and economic loss carry-forwards of approximately $758,000 available to offset future federal and state taxable income.

A reconciliation between expected income taxes, computed at the federal income tax rate of 21% applied to the pretax accounting loss, and our blended state income tax rate of 6.0%, and the income tax net expense included in the consolidated statements of operations for the years ended December 31, 2022 and 2021 is as follows,


	December 31,		December 31,
	2022		2021
Tax at federal statutory rate	21.0	%	21.0	%
Tax at state rate net of federal benefit	6.0	%	6.0	%
Change in valuation allowance	(27.0)	%	(27.0)	%
Provision for taxes	0.0	%	0.0	%

NOTE 20 – MERGER AGREEMENT

On November 21, 2022, the Company and Western Acquisition Ventures Corp. (“WAVS”), among other parties, entered into an Agreement and Plan of Merger, such that the Company would become a wholly-owned subsidiary of WAVS. In connection therewith, WAVS filed a Registration Statement on Form S-4 with the Securities and Exchange Commission, which, upon its review, then issued certain comments. In November , 2023, the parties amended and restated the business combination agreement essentially to update the representations and warranties and to provide for the omnibus exchange agreement whereby the holders of the Series A, B, C and D preferred stock of Cycurion agree to exchange those shares for equivalent Series A, B, C and D preferred stock of New Cycurion.

NOTE 21 – SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued which is up to and through November 1, 2023. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.

On February 25, 2023, the Company issued to an otherwise unaffiliated investor a $333,333 promissory note for $300,00 in gross proceeds.

On February 28, 2023, the Company issued to an otherwise unaffiliated investor a $277,778 promissory note for $250,000 in gross proceeds.

On March 20, 2023, the Company entered into a receivable purchase agreement with an otherwise unaffiliated investor for $489,650 of receivables for $350,000 in gross proceeds.

On April 26, 2023, the Company issued to a director a $55,000 promissory note for $50,000 in gross proceeds.

On April 26, 2023, the Company issued to a director a $27,500 promissory note for $25,000 in gross proceeds.

On April 26, 2023, the Company issued to a director a $20,900 promissory note for $19,000 in gross proceeds.

On April 29, 2023, the Company and SLG agreed to supersede the modified May 13, 2021 agreement with a unidirectional letter of intent (the “Unidirectional SLG LOI”) that binds SLG to a transaction but does not bind the Company. The Unidirectional SLG LOI provides that, if the Company does not terminate the transaction contemplated thereby on or before December 31, 2023, the Company will, through a specific structure to be finalized, acquire SLG or all or substantially all of its assets and, in connection with an asset transaction, assume all or substantially all of its liabilities. The agreed-upon valuation for the transaction contemplated by the Unilateral SLG LOI consisted three parts. The first was the $2,000,000 aggregate receivable from SLG in the Company’s favor; the second was the estimated amount of payables ($2,136,445) of SLG in favor of RCR Technology Corporation (“RCR”), exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the

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Unidirectional SLG LOI; and the third was a calculated number of shares of capital stock (996,355) of the Company. In connection with the transaction contemplated by the Unidirectional SLG LOI, on April 29, 2023, the Company and RCR entered into a separate, but related, unidirectional letter of intent (the “Unidirectional RCR LOI”) that binds RCR to a transaction but does not bind the Company. That transaction would be the purchase by the Company from RCR of the payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. The agreed-upon valuation for the transaction contemplated by the Unilateral RCR LOI was the estimated amount of payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. Upon closing of the transaction contemplated by the Unidirectional RCR LOI, the Company will issue to RCR that number of shares of capital stock of the Company set forth in the Unidirectional RCR LOI. In addition to the Company’s unilateral termination rights under the Unidirectional RCR LOI, the transaction contemplated thereby is also fully conditioned upon the closing of the transaction contemplated by the Unidirectional SLG LOI.

On June 22, 2023, the Company issued to a director a $82,500 promissory note for $75,000 in gross proceeds.

On June 22, 2023, the Company issued to a director a $165,000 promissory note for $150,000 in gross proceeds.

On July 6, 2023, the Company issued to a director a $55,000 promissory note for $50,000 in gross proceeds.

On July 21, 2023, the Company issued to a director a $181,500 promissory note for $165,000 in gross proceeds.

On August 1, 2023, the Company issued to an unaffiliated investor 1,500,000 preferred shares and 1,500,000 warrants for $750,000 in gross proceeds.

On August 1, 2023, the Company issued to an unaffiliated investor 500,000 preferred shares and 500,000 warrants for $250,000 in gross proceeds.

On August 1, 2023, the Company issued to an unaffiliated investor 250,000 preferred shares and 250,000 warrants for $125,000 in gross proceeds.

On August 1, 2023, the Company issued to an unaffiliated investor 1,500,000 preferred shares and 1,500,000 warrants for $125,000 in gross proceeds.

On August 1, 2023, Western Acquisition Ventures issued the Company a promissory note for $200,000 in gross proceeds.

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		Page
Report of Independent Registered Public Accounting Firm		F-66
Consolidated Balance Sheets		F-67
Consolidated Statements of Operations and Comprehensive Loss		F-68
Consolidated Statements of Stockholders’ Equity		F-69
Consolidated Statements of Cash Flows		F-70
Notes to Financial Statements		F-71 to F-88

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders of Cycurion, Inc.

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of Cycurion, Inc. (the “Company”) as of June 30, 2023, and the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity, and cash flows for the three-month and six-month periods ended June 30, 2023 and 2022, and the related notes (collectively referred to as the interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022, and the related consolidated statements of income (loss) and comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated November 1, 2023, we expressed an unqualified opinion on those financial statements with an paragraph indicating that there was substantial doubt regarding the Company’s ability to continue as a going concern. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had incurred substantial losses during the year ended December 31, 2022, and there was substantial doubt that the Company would continue as a going concern. For the six months ended June 30, 2023, the Company had continued to incur losses, had incurred net cash used in operating activities, and, as of June 30, 2023, the Company still had a working capital deficit; accordingly, as of the date of this report, the substantial doubt that the Company will continue as a going concern has not been alleviated and is still outstanding. Management’s plans to address this substantial doubt are set forth in Note 1. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

Basis for Review Results

These interim financial statements are the responsibility of the Company’s management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



WWC, P.C.
Certified Public Accountants
PCAOB ID No.: 1171

We have served as the Company’s auditor since 2018.

San Mateo, California
November 1, 2023

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	As of		As of
	June 30,		December 31,
	2023		2022
Assets	(Unaudited)
Current assets
Cash	$	51,852	$	96,185
Restricted cash		—		—
Accounts receivable, net		5,069,122		4,376,491
Other receivables		295,486		32,600
Prepaid expenses and other current assets		50,279		15,098
Total current assets	$	10,057,461	$	4,520,374

Non-current assets
Deposit for acquisition target (4)		2,000,000		2,000,000
Fixed assets, net		3,608,812		3,298,425
Intangible assets, net		—		—
Right of use assets		52,783		114,010
Security deposits		10,351		10,351
Goodwill		6,592,304		6,592,304
Total non-current assets		12,264,250		12,015,090

Total Assets	$	17,730,989	$	16,535,464


Liabilities and Stockholders’ Equity
Current liabilities
Bank loan-revolving credit line		2,998,815		2,991,407
Bank loan-current portion		739,950		743,421
Loans payable		3,202		3,202
Subordinated promissory notes		4,420,300		3,375,146
Accounts payable		1,894,048		1,154,939
Operating lease liability		67,227		121,820
Accrued liabilities		2,646,295		1,490,643
Deferred revenue		—		11,803
Total current liabilities		12,769,837		9,892,381

Bank loan-long term portion		—		186,543
Long-term loan payable		146,798		146,798
Operating lease liability non-current		—		—
Series A convertible preferred stock ($0.001 par value, 500,000 shares authorized, 345,528 issued and outstanding)		1,294,117		1,294,117
Total non-current liabilities		1,440,915		1,627,458

Total Liabilities	$	14,210,752	$	11,519,839

Commitments & Contingent Liabilities

Stockholders’ Equity
Common stock ($0.001 par value, 70,000,000 shares authorized, 14,642,494 and 14,355,726 issued and outstanding, respectively)		14,643		14,643
Additional paid in capital		7,499,515		7,336,931
Accumulated deficit		(3,993,921)		(2,335,949)
Total Stockholders’ Equity		3,520,237		5,015,625

Total Liabilities and Stockholders’ Equity	$	17,730,989	$	16,535,464

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)


	Three Months Ended				Six Months ended
	June 30,				June 30,
	2023		2022		2023		2022

Net revenues	$	3,873,818	$	3,788,406	$	7,439,923	$	8,136,188
Cost of revenues		3,349,936		3,303,464		6,571,625		6,974,973
Gross profit		523,882		484,942		868,298		1,161,215

Operating expenses:
Selling, general and administrative expenses		592,518		747,057		1,224,285		1,396,638

Operating income (loss)		(68,636)		(262,115)		(355,987)		(235,423)

Other income (expenses):
Interest expense		(851,380)		(182,324)		(1,129,240)		(323,815)
Other income		—		843,598		—		843,598
Other expenses		(94,007)		(27,826)		(168,957)		(44,323)
		(945,387)		633,448		(1,298,197)		475,460

Income (loss) before tax		(1,014,023)		371,333		(1,654,184)		240,037

Income tax		1,645		—		3,787		205

Net income (loss)	$	(1,015,668)	$	371,333	$	(1,657,971)	$	239,832

Comprehensive income (loss)	$	(1,015,668)	$	371,333	$	(1,657,971)	$	239,832

Income (loss) per share
Basic income (loss) per share	$	(0.07)	$	0.03	$	(0.11)	$	0.02
Diluted income (loss) per share	$	(0.07)	$	0.02	$	(0.11)	$	0.01

Basic weighted average shares outstanding		14,642,494		14,208,523		14,642,494		14,281,718
Diluted weighted average shares outstanding		14,642,494		16,821,567		14,642,494		16,894,762

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common stock			Additional
	Number of			paid-in		Treasury		Accumulated
	Shares	Amount		capital		Stock		deficit		Total
Balance as of December 31, 2021	14,355,726	$	14,356	$	5,375,643	$	—	$	(797,936)	$	4,592,063

Purchases of treasury stock	—		—		(49,814)		(186)		(50,000)
Net income	—		—		—		—		239,832		239,832
Balance as of June 30, 2022	14,355,726	$	14,356	$	5,325,829	$	(186)	$	(558,104)	$	4,781,895

Balance as of December 31, 2022	14,642,494	$	14,643	$	7,336,931	$	—	$	(2,335,949)	$	5,015,625
Stock based compensation	—		—		162,584		—		—		162,584
Net loss	—		—		—		—		(1,657,971)		(1,657,971)
Balance as of June 30, 2023	14,642,494		14,643		7,499,515		—		(3,993,921)		3,520,237

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six months ended
	June 30,
	2023		2022
Cash flows from operating activities
Net income (loss)	$	(1,657,971)	$	239,832
Adjustments to reconcile net income (loss) to net cash (used in) operating activities:
Stock based compensation		162,584		—
Financing expense		—		31,985
Amortization of preferred stock discount		—		33,603
Amortization of debt discount		352,797		(750,000)
Depreciation of fixed assets		21,319		—
Bad debt		—
Gain on settlement of debt		—
Forgiveness of loan payable		—
Changes in operating assets and liabilities:
Change of right of use asset and lease liabilities		6,634		(2,109)
Accounts and other receivables		(5,546,239)		(118,802)
Advance and prepayments to suppliers		(35,181)		304,336
Accounts and other payables		6,485,483		(791,742)
Deferred revenue		(11,803)		(448,757)
Net cash used in operating activities		(222,378)		(1,501,654)

Cash flows from investing activities
Deposit for acquisition target		—
Purchase of plant and equipment		(331,706)		(20,346)
Net cash used in investing activities		(331,706)		(20,346)

Cash flows from financing activities
Proceeds from private placement		—		—
Net proceeds from line of credit		7,403		946,921
Proceeds from all bank borrowings		—		125,000
Repayment of all bank borrowings		(186,543)		(375,000)
Proceeds from loans payable		—		—
Proceeds from notes payable		1,090,200		550,000
Repayment of note payable and purchase of treasury stock		(401,314)		(200,000)
Net cash provided by financing activities		509,751		1,046,921

Net change in cash and restricted cash		(44,333)		(475,079)

Cash – beginning of period		96,185		666,554

Cash – end of period	$	51,852	$	191,475

Supplementary cash flow information:
Interest paid	$	31,175	$	225,558
Income taxes paid	$	—	$	—
Non-cash investing and financing activity
Common stock issued for asset purchase	$	—	$
Common stock issued for compensation for asset purchase	$	—	$
Common stock issued for conversion of debt	$	—	$
Common stock and warrant issued with Subordinated promissory notes	$	—	$
Cancellation of treasury stock	$	—	$

See accompanying notes to the consolidated financial statements.

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CYCURION, INC. AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Description of Business

On November 22, 2017, the Company acquired Axxum Technologies, LLC (“Axxum”), a limited liability company organized on December 29, 2006, in the Commonwealth of Virginia.

On April 3, 2019, the Company acquired Cloudburst Security, LLC (“Cloudburst”), a limited liability company organized on January 12, 2007, in the Commonwealth of Virginia.

On May 28, 2021, the Company effectuated a four-for-one forward split of its Common Stock. All share and per- share information in these financial statements retroactively reflect this reverse stock split.

Going Concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. As of December 31, 2022, there was substantial doubt regarding the Company’s ability to continue as a going concern, as the Company had a net working capital deficit and an accumulated deficit resulting from substantial losses incurred during the year ended December 31, 2022 and from prior periods. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. As of June 30, 2023, the Company had an accumulated deficit of $3,993,921 and a working capital deficit of $7,303,097. In addition, the Company had a net cash outflow of $218,906 from operating activities during the period ended June 30, 2023. These circumstances continued to give rise to substantial doubt as to whether the Company will be able to continue as a going concern and did not alleviate the doubt outstanding from 2021.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These consolidated financial statements, accompanying notes, and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which include the application of the accrual basis of accounting in accordance with the generally accepted accounting principles (““GAAP”) in the United States. The Company’s fiscal year end is December 31. The Company’s financial statements are presented in US dollars.

The unaudited interim consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2023, and results of operations and cash flows for the three-month period

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ended June 30, 2023. The unaudited interim condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2022, 2021 and 2020, and related notes included in the Company’s audited consolidated financial statements.

Principles of consolidation

Use of estimates

Cash and cash equivalents

Accounts receivable

Property, plant, and equipment


Office equipment		3 years
Furniture and fixtures		5 years
Leasehold improvement		Co-terminal with lease
Capital lease		1 year
Software		3 years

The cost of maintenance and repairs to fixed assets are charged to expenses as incurred.

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Goodwill

If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of income. As of December 31, 2020, the Company evaluated the fair value of Cloudburst and decided to impair the goodwill in an amount of $1,400,000. As of June 30, 2023, no impairment of goodwill was recognized.

Accounting for long-lived assets

Bank loans

Revenue recognition

The Company adopted ASC Topic 606, Revenue from Contracts with Customers. Revenue from contracts with customers is recognized using the following five steps:

Identify the contract(s) with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract; and

Recognize revenue when (or as) the entity satisfies a performance obligation.

Management has determined that its services business can be segregated into four lines of business. Each line of business has its own methodology for recognizing revenue.

Advisory Consulting

Management has determined that its advisory consulting services represent a single performance obligation that is delivered over time. At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; funds that are received in advance are accounted for as contract

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liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

Managed Security Service Practice (MSSP)

Management has determined that its managed security service practice is a bundle of cybersecurity software tools, and expert 24x7x365 monitoring and breach resolution service that is accounted for as a single performance obligation that is delivered over time which is typically a month; the components of the bundle have individual commercial value; however, management believes assigning stand-alone value to each component is impractical because each component would not be able to be fully implemented or utilized if not packaged with the other components; therefore, management believes the MSSP can only be sold as a bundle package over time. At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

Managed Service Provider (MSP)

Software as a service (SaaS)

Management has determined that its software as a service is a suite of cybersecurity tools that are delivered remotely or on customer premises. The service is delivered on a monthly basis. The cybersecurity tools are typically sold as a package; however, the individual components of the suite of tools can either be sold individually or bundled together. Regardless, if they are sold individually or a bundle suite, they are all delivered over time; accordingly, the Company recognizes revenue over time, which is typically monthly; At the time that the Company recognizes revenue it is has either already received funds in advance from its customer, or it is reasonably assured that it will collect funds from its customer; in the event that funds that are received in advance, they are accounted for as contract liabilities in the deferred revenue account until the Company fulfills the performance obligation; a majority of the Company’s contracts call for the Company to first deliver service and collect fees thereafter; the Company typically receives payment for these contracts within thirty to ninety days of delivery of service.

The following table shows the changes in the contract liabilities accounts shown as deferred revenue of the Company’s consolidated balance sheets as of June 30, 2023 and December 31, 2022.


	June 30,		December 31,
	2023		2022
Balance, beginning of year	$	11,803	$	463,757
Deferral of revenue		—		26,803
Recognition of deferred revenue		(11,803)		(478,757)
Balance, end of year	$	—	$	11,803

Deferred Revenue

As of June 30, 2023 and December 31, 2022, non-cancelable contract obligations that the Company must fulfill have been recognized as deferred revenue liability on the Company’s consolidated balance sheets.

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Cost of revenue

Selling, general, and administrative expenses

Selling, general and administrative expenses are expensed as incurred.

Research and development

The Company expenses research and development as incurred. During the years ended June 30, 2023 and 2022, the Company incurred $0 and $116,145, respectively, of research and development expenses that were included as general and administrative expenses in the Company’s result of operations.

Income taxes

Earnings per share

June 30, 2023 and 2022, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Financial instruments

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

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Lease

Comprehensive income

Recent accounting pronouncements

NOTE 3 — ACCOUNTS AND OTHER RECEIVABLES

Accounts and other receivables consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30,		December 31,
	2023		2022
Gross accounts and other receivables	$	9,659,844	$	4,376,491
Less: Allowance for doubtful accounts		—		—
	$	9,659,844	$	4,376,491

During the six months ended June 30, 2023 and 2022, the Company directly wrote-off bad debt to its results of operations in the amounts of $0 and $0, respectively.

NOTE 4 — DEPOSIT FOR ACQUISITION TARGET

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agreement allowed for the Company to terminate the acquisition agreement and abandon the transaction contemplated thereby for any reason or for no reason in its sole and absolute discretion prior to December 31, 2021, with no further obligations on its part to SLG or any third party. Subsequently, the Company and SLG modified the May 13, 2021 agreement such that the Company would purchase only certain specified assets from SLG, specifically, certain identifiable sales contracts, but not all or substantially all of the assets of SLG. The modified agreement set forth the consideration that the Company would have paid to SLG, which consideration would have included the refundable deposit, the outstanding balance of which, as of December 31, 2022 and 2021, was $2,000,000. As of each of those dates, the refundable deposit was comprised of $561,808 in cash advances and loans to SLG, $20,000 of related due diligence costs, and $1,418,192 in accounts receivable owed to the Company by SLG. On April 29, 2023, the Company and SLG agreed to supersede the modified May 13, 2021 agreement with a unidirectional letter of intent (the “Unidirectional SLG LOI”) that binds SLG to a transaction but does not bind the Company. The Unidirectional SLG LOI provides that, if the Company does not terminate the transaction contemplated thereby on or before December 31, 2023, the Company will, through a specific structure to be finalized, acquire SLG or all or substantially all of its assets and, in connection with an asset transaction, assume all or substantially all of its liabilities. The agreed-upon valuation for the transaction contemplated by the Unilateral SLG LOI consisted three parts. The first was the $2,000,000 aggregate receivable from SLG in the Company’s favor; the second was the estimated amount of payables $2,136,445) of SLG in favor of RCR Technology Corporation (“RCR”), exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI; and the third was a calculated number of shares of capital stock (996,355) of the Company. In connection with the transaction contemplated by the Unidirectional SLG LOI, on April 29, 2023, the Company and RCR entered into a separate, but related, unidirectional letter of intent (the “Unidirectional RCR LOI”) that binds RCR to a transaction but does not bind the Company. That transaction would be the purchase by the Company from RCR of the payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. The agreed-upon valuation for the transaction contemplated by the Unilateral RCR LOI was the estimated amount of payables of SLG in favor of RCR, exclusive of any payables generated by SLG in favor of RCR during the 90 days prior to the closing of the transaction contemplated by the Unidirectional SLG LOI. Upon closing of the transaction contemplated by the Unidirectional RCR LOI, the Company will issue to RCR that number of shares of capital stock of the Company set forth in the Unidirectional RCR LOI. In addition to the Company’s unilateral termination rights under the Unidirectional RCR LOI, the transaction contemplated thereby is also fully conditioned upon the closing of the transaction contemplated by the Unidirectional SLG LOI.

NOTE 5 — FIXED ASSETS

Property, plant, and equipment consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30,		December 31,
	2023		2022
At Cost:
Equipment	$	125,546	$	121,272
Furniture and fixtures		26,339		26,339
Leasehold improvements		62,721		62,721
Capital lease		23,004		23,004
Software		3,642,481		3,315,048
		3,880,091		3,548,384

Less: Accumulated depreciation
Equipment		104,534		100,905
Furniture and fixtures		24,219		23,994
Leasehold improvements		62,721		62,721
Capital lease		19,897		19,897
Software		59,907		42,442
Less: Accumulated depreciation		271,278		249,959
	$	3,608,813	$	3,298,425

During the six months ended June 30, 2023 and 2022, the Company recorded depreciation expenses in selling, general and administrative expense of $21,320 and $25,307, respectively.

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Cycurion Asset Purchase of Sabres Assets

In September 2021, Cycurion purchased the assets of Sabres, including its MDP SaaS platform. This platform efficiently bundles and easily implement the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation. Through this communication, the MDP can reinforce these layers and generate new security layers in real time in response to emerging threats. This process is directed by the mathematically based proprietary, cloud-based artificial intelligence (AI) algorithm. Crucially, the AI underpinning the MDP platform is constantly learning. Through a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that knowledge to communicate and protect all MDP clients on the platform. Cycurion paid $2,400,000 for all the source code and intellectual property related to WAF and Bot Hunter solutions. The assets were purchased in a newly formed, wholly owned subsidiary, Cycurion Innovation, Inc.

NOTE 6 — INTANGIBLE ASSETS

As of June 30, 2023 and December 31, 2022, no impairment of intangible assets was recognized. Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022:


	June 30,		December 31,
	2023		2022
At Cost:
Contractual relationship	$	66,361	$	66,361
Implementation		28,099		28,099
		94,460		94,460
Less: Accumulated amortization
Contractual relationship		66,361		66,361
Implementation		28,099		28,099
		94,460		94,460

	$	—	$	—

During the six months ended June 30, 2023 and 2022, the Company recorded amortization of $0 and $8,296, respectively.

NOTE 7 — GOODWILL

Acquisition of Axxum Technologies, LLC.

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Acquisition of Cloudburst Security, LLC.

The Company’s management reviewed the performance of Cloudburst and its manager during the year ended December 31, 2020 and determined that Cloudburst had not met the performance targets set forth at the time of acquisition; as a result, the manager of Cloudburst was dismissed. Management of the Company performed a quantitative analysis of the carrying value of the subsidiary and its related goodwill by preparing a future discounted cash flow analysis, which included variables such as expectations on future cash flows, calculation of the cost of capital, and the probability of capturing certain contracts under the framework of Cloudburst being a federal government approved service provider, and determined that the fair value as of December 31, 2020 was lower than the carrying value that was previously established at the point of acquisition; accordingly, during the year ended December 31, 2020, the Company determined that the contingent earnout should be de-recognized, and written off in its entirety in the amount of $1,400,000 to the Company’s result of operations, and, as a result of the above assessment, the Company recognized an impairment of goodwill in the amount of $1,400,000 that was also recognized to the Company’s results of operations. The Company’s ending goodwill related to the acquisition of Cloudburst after recognizing impairment was $1,439,038.

NOTE 8 — BANK LOANS

Bank loan-revolving credit line

As of June 30, 2023, the stated rate of interest of the revolving line of credit was 9.25%. Bank term loan Concurrent with Axxum’s procurement of the above-mentioned revolving credit line, Axxum also procured a term loan from Main Street Bank in the amount of $5,250,000 with an expiration of November 22, 2021. The loan is subject to a monthly repayment of principal in the amount of $109,375. The loan carries a stated adjustable interest rate of the prime rate plus 200 basis points, which, at the time of the

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loan, was 5.50%. Axxum incurred closing and origination costs totaling $211,729. The imputed interest rate after giving effect for the closing and origination costs was 7.82%.

As of June 30, 2023, the stated rate of interest of the loan was 10.25%.

The Company has categorized balances due within one operating period as current and those payments due after one operating period as long-term. As of June 30, 2023 and December 31, 2022, the Company recorded bank loan-current portion of $739,949, net of debt discount of $3,290 and $743,421, net of debt discount of $6,579 and bank loan-long term portion of $0, net of debt discount of $0 and $186,543, and net of debt discount of $0 and, respectively.

Pledge agreement

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NOTE 9 — LOANS PAYABLE

EIDL Loan

On July 16, 2020, the Company executed the standard loan documents required for securing loans (the “EIDL Loan”) offered by the U.S. Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $150,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue from the date of the EIDL Loan. Installment payments, including principal and interest, are due monthly beginning July 16, 2021 (twelve months from the date of the EIDL Loans) in the amount of $731. The balance of principal and interest is payable 30 years from the date of the EIDL Loan. The Company recorded note payable as $3,202 and $1,586 of loan payable under current liability and $146,798 and $148,414 of long-term loan payable, respectively, as of June 30, 2023 and December 31, 2022.

NOTE 10 — SUBORDINATED PROMISSORY NOTES

Subordinated convertible notes payable

As of June 30, 2023 and December 31, 2022, the Company had outstanding convertible notes payable of $250,000.

Subordinated promissory notes payable

On April 20, 2022, the Company settled litigation with the former sellers of Cloudburst for $200,000 in exchange for their tendering to the Company for cancellation (i) the $900,000 promissory notes and (ii) 186,048 shares of common stock that the Company had issued to them in connection with their selling Cloudburst to the Company in April 2019. During the year ended December 31, 2022, the Company recorded a gain on settlement of debt of $750,000 and 186,048 shares of treasury stock.

Subordinated Promissory notes payable

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third unsecured promissory note for working capital purposes in the amounts of $300,000 and $100,000, each with an annual interest rate of 24.0%.