M&A: Western Acquisition Ventures Corp.
Form Type: 8-K
Filing Date: 2025-01-08
Corporate Action: Merger
Type: New
Accession Number: 000110465925001952
Comments: On January 6, 2025, Western Acquisition Ventures Corp. entered into two promissory notes related to a business combination with Cycurion Inc. The first note, a promissory note with Western Acquisition Ventures Sponsor LLC, allows the Company to borrow up to $100,000, with an initial borrowing of $111,111.11 for transaction expenses associated with the merger. The second note, a promissory note with Cycurion, allows Cycurion to borrow up to $50,000, with an initial borrowing of $55,555.56 for transaction expenses related to the merger with Western Acquisition Ventures. These notes are components of the financial arrangements leading up to the merger and are detailed in the exhibits of the 8-K report.
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Additional details:
Item 1: promissory_note_sponsor
Amount Borrowed: $111,111.11
Maximum Borrowing: $100,000.00
Item 2: promissory_note_cycurion
Amount Borrowed: $55,555.56
Maximum Borrowing: $50,000.00
Business Combination With: Cycurion Inc.
Form Type: 8-K/A
Filing Date: 2025-01-08
Corporate Action: Merger
Type: Update
Accession Number: 000110465925002072
Comments: On January 6, 2025, Western Acquisition Ventures Corp. entered into two promissory notes as part of the Business Combination with Cycurion Inc. The first is a promissory note with Western Acquisition Ventures Sponsor LLC for $111,111.11, allowing the Company to borrow up to $100,000 for transaction expenses. The second is a promissory note with Cycurion for $55,555.56, allowing Cycurion to borrow up to $50,000 for its transaction expenses related to the Business Combination. The Company is amending its initial Form 8-K filing due to an incorrect exhibit being filed, and the correct exhibits are attached as Exhibit 10.1 and Exhibit 10.2.
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Additional details:
Date: 2025-01-06
Promissory Note Amount Sponsor: $111,111.11
Borrow Amount Sponsor: $100,000.00
Promissory Note Amount Cycurion: $55,555.56
Borrow Amount Cycurion: $50,000.00
Form Type: S-4/A
Filing Date: 2025-01-08
Corporate Action: Merger
Type: Update
Accession Number: 000110465925002108
Comments: Western Acquisition Ventures Corp. filed an amendment to their registration statement for a proposed merger with Cycurion, Inc. under an agreement dated November 21, 2022, that was later restated on April 26, 2024. The merger involves Western Acquisition Merger Inc., a wholly-owned subsidiary of Western, merging into Cycurion with Cycurion as a surviving entity. After the merger, Western will be renamed Cycurion, Inc. and will issue approximately 15 million shares of its common stock to acquire all of Cycurion's outstanding equity interests. The transaction details the cancellation and conversion of various equity and debt securities and outlines governance agreements between western's insiders and Cycurion key stockholders to vote in favor of the merger. The Special Meeting of Stockholders is scheduled to solicit approvals necessary for the business combination.
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Additional details:
Document Type: Proxy Statement
Business Combination Date: 2022-11-21
Equity Interests To Be Acquired: 15,000,000 shares
New Company Name: Cycurion, Inc.
Merger Subsidiary: Western Acquisition Merger Inc.
Pre Merger Equity Structure: Cycurion
Trust Account Balance: $1.8 million
Process For Redemption: Upon closing of Business Combination, public stockholders can redeem shares for pro rata cash.
Majority Vote Needed: Approval of the Business Combination, Nasdaq Proposal, Directors Proposal, and others requires majority vote.
Expected Public Shareholder Ownership: Approximately 0.3% post-merger.
Expected Cycurion Legacy Stakeholder Ownership: Approximately 68.5% post-merger.
Form Type: 8-K
Filing Date: 2024-12-31
Corporate Action: Merger
Type: Update
Accession Number: 000110465924132922
Comments: On December 31, 2024, Western Acquisition Ventures Corp. and its wholly-owned subsidiary entered into an amendment to their previously established Business Combination Agreement with Cycurion, Inc. The amendment modifies the Termination Date for completing the business combination from December 31, 2024, to April 11, 2025. This agreement is part of a strategic initiative to finalize the merger process with Cycurion, which was originally outlined in the agreement dated April 26, 2024. The filing also confirms Western Acquisition Ventures' status as an emerging growth company and outlines various securities registered under the Securities Exchange Act.
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Additional details:
Terminated Date: 2024-12-31
New Termination Date: 2025-04-11
Business Combination Parties: Western Acquisition Ventures Corp., Western Acquisition Merger Inc., Cycurion, Inc.
Form Type: S-4/A
Filing Date: 2024-12-31
Corporate Action: Merger
Type: Update
Accession Number: 000110465924132871
Comments: Western Acquisition Ventures Corp. is in the process of merging with Cycurion, Inc. as per their Business Combination Agreement, which was originally signed on November 21, 2022 and subsequently amended on April 26, 2024. This merger will allow Cycurion to become a wholly-owned subsidiary of Western, which will rename itself to Cycurion, Inc. The acquisition involves the exchange of equity interests for 15,000,000 shares of Western common stock. All outstanding equity and certain debt securities of Cycurion will be cancelled and exchanged for shares of Western's stock and corresponding securities. Western has scheduled a Special Meeting for its stockholders to vote on the Business Combination and related proposals, which include amendments to the charter and Nasdaq compliance approvals.
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Additional details:
Item Name: business_combination_agreement_date
Item Value: 2022-11-21
Item Name: business_combination_agreement_amendment_date
Item Value: 2024-04-26
Item Name: merger_sub
Item Value: Western Acquisition Merger Inc.
Item Name: cycurion_equity_interests
Item Value: 15,000,000 shares
Item Name: public_stockholders_post_merger_ownership
Item Value: approximately 0.3%
Item Name: sponsor_and_insiders_post_merger_ownership
Item Value: approximately 11.6%
Item Name: cycurion_legacy_stakeholders_post_merger_ownership
Item Value: approximately 68.5%
Item Name: service_providers_post_merger_ownership
Item Value: approximately 1.0%