M&A - Western Acquisition Ventures Corp.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225007754

Filing Summary: On February 18, 2025, Cycurion, Inc. closed its transaction with Western Acquisition Ventures Corp, as announced in a press release. Additionally, on February 19, 2025, another press release was issued regarding an agreement with iQSTEL, Inc. The filings acknowledge the company's status as an emerging growth company and confirm that the information provided shall not be deemed filed under the Securities Exchange Act of 1934.

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Form Type: 425

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014292

Filing Summary: On February 14, 2025, Western Acquisition Ventures Corp. completed a Business Combination with Cycurion Sub, Inc., resulting in the company being renamed Cycurion, Inc. This merger was previously approved by shareholders at a Special Meeting held on January 24, 2025. Upon completion of the merger, each ordinary share of Old Cycurion was canceled and converted into shares of Company common stock according to the stipulations outlined in the Merger Agreement. The total number of shares delivered as consideration in this transaction was capped at 15 million, with an additional issuance of various classes of preferred stock and warrants. Following the merger, 11,877,689 shares of common stock were issued and outstanding. The document also discusses new employment and advisory agreements related to the merger, outlining cash fees and shares issued to the financial advisor A.G.P. and legal firm Seward & Kissel LLP. The filing confirms that the company is now considered an emerging growth company and discloses forward-looking statements regarding future performance and governance in light of the completed merger.

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Form Type: 8-A12B

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014296

Filing Summary: Cycurion, Inc., previously known as Western Acquisition Ventures Corp., registered its securities for trading following a merger agreement. The agreement was formalized with Western Acquisition Ventures Corp. and WAV Merger Sub, Inc., and was amended several times leading up to the registration. The securities include shares of common stock and redeemable warrants which will trade on Nasdaq under the symbols CYCU and CYCUW, respectively. The effective date of the registration is noted as February 14, 2025.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925014270

Filing Summary: On February 14, 2025, Western Acquisition Ventures Corp. completed a Business Combination with Cycurion, Inc., resulting in Western's name change to Cycurion, Inc. The merger was approved by shareholders on January 24, 2025, during a Special Meeting. As a result of this Business Combination, each ordinary share of Old Cycurion was cancelled and converted to shares of common stock of the new entity, Cycurion, Inc. The total number of shares delivered as consideration was capped at 15,000,000. The company issued an aggregate of 6,543,073 shares of common stock, along with various preferred stocks and warrants. Other agreements associated with the transaction include those with financial advisor A.G.P. and legal firm Seward & Kissel LLP, detailing fees and shares to be issued as part of the advisory payments and legal expenses related to the Business Combination. Lock-up agreements were also established for preferred stock holders, detailing restrictions on share sales following the merger.

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Form Type: 425

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925007612

Filing Summary: On January 24, 2025, Western Acquisition Ventures Corp. entered into two material definitive agreements related to its business combination with Cycurion Inc. The first agreement is a promissory note with Western Acquisition Ventures Sponsor LLC for $555,555.56, allowing the Company to borrow up to $500,000 for certain transaction expenses. The second agreement is a promissory note with Cycurion for $327,777.78, permitting Cycurion to borrow up to $295,000 for transaction expenses connected to the merger. The details of these notes are filed as Exhibits 10.1 and 10.2 with the report.

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Form Type: 8-K

Filing Date: 2025-01-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925007606

Filing Summary: On January 24, 2025, Western Acquisition Ventures Corp. entered into two significant promissory notes related to its business combination with Cycurion Inc. The first note, known as the Sponsor Promissory Note, allows the Company to borrow up to $500,000 from Western Acquisition Ventures Sponsor LLC for transaction expenses, with an initial amount of $555,555.56. The second note, the Cycurion Promissory Note, facilitates Cycurion's borrowing of up to $295,000 from the Company, with an initial amount of $327,777.78, also aimed at covering transaction expenses for the business combination.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925006013

Filing Summary: On January 24, 2025, Western Acquisition Ventures Corp. conducted a virtual special meeting of stockholders to vote on various proposals related to its planned merger with Cycurion, Inc. The Business Combination Proposal involves the merger of Western Acquisition Merger Inc., a wholly-owned subsidiary of Western, with Cycurion, which will result in Cycurion becoming a wholly-owned subsidiary of Western. The proposals voted on included approval of the Business Combination Agreement, issuance of common stock under Nasdaq Listing Rule, amendments to the corporate charter, and director elections, among others. Votes were overwhelmingly in favor of these proposals, with significant support for the Business Combination Proposal and the Nasdaq Proposal. After the completion of the Business Combination, Western will change its corporate name to Cycurion, Inc.

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Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925006009

Filing Summary: On January 24, 2025, Western Acquisition Ventures Corp. conducted a virtual special meeting of stockholders to discuss and vote on several proposals related to a business combination with Cycurion, Inc. Key proposals included the approval of an Amended and Restated Agreement and Plan of Merger, which outlines the merger of a wholly-owned subsidiary, Western Acquisition Merger Inc., with Cycurion. Upon completing this merger, Western will be renamed Cycurion, Inc. Other proposals voted on included the approval of the issuance of additional shares, amendments to the company’s charter, election of new board members, and various advisory charter proposals. The results showed significant support for all proposals, particularly the Business Combination Proposal. In total, 3,377,284 shares were represented at the meeting with overwhelming FOR votes across all proposals, indicating a strong mandate from shareholders for the planned merger and associated changes.

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Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000110465925004120

Filing Summary: On January 10, 2025, Western Acquisition Ventures Corp. delivered a proxy card to its shareholders for a special meeting scheduled on January 24, 2025, aimed at approving actions related to a proposed business combination with Cycurion, Inc. This followed the filing of a registration statement on Form S-4, which was declared effective on January 10, 2025. The company also submitted a proxy statement/prospectus to the SEC on the same day, including the original proxy card. The current report on Form 8-K was filed ahead of the special meeting to attach a revised proxy card that amends the election of director nominees into separate sub-proposals, replacing the original proxy card that was delivered earlier on January 15, 2025.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925001952

Filing Summary: 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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Form Type: 8-K/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465925002072

Filing Summary: 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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Form Type: S-4/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465925002108

Filing Summary: 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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Form Type: CORRESP

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465924132877

Filing Summary: Western Acquisition Ventures Corp. is responding to comments from the U.S. Securities and Exchange Commission (SEC) regarding Amendment No. 5 to its Registration Statement on Form S-4, filed on November 1, 2024. The SEC had previously raised points concerning the reconciliation of figures related to the Cycurion post-merger amounts and potential dilution in the combined company. In response, the company has updated its disclosures accordingly. The letter outlines the accounting considerations for the acquisition of SLG, highlighting that SLG will comprise one wholly-owned subsidiary and one 49%-owned subsidiary, which will be consolidated in accordance with variable interest entity guidance. The letter further describes Cycurion's assessment of goodwill impairment, explaining its qualitative approach in evaluating future performance and the necessity for quantitative impairment testing due to a net loss in 2023. The document concludes with an invitation for further inquiries, signed by the CEO of Western Acquisition Ventures Corp.

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Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132922

Filing Summary: 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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Form Type: S-4/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132871

Filing Summary: 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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Form Type: CORRESP

Filing Date: 2024-11-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465924113271

Filing Summary: Western Acquisition Ventures Corp. submitted a response letter to the SEC addressing comments related to their Amendment No. 5 to Registration Statement on Form S-4. The filing discusses the acquisition of SLG, where post-merger, Cycurion will own 49% equity interest, while Ed Burns holds 51%, pledging voting power to Cycurion. The document outlines the justification for consolidating SLG and details inquiries into pro forma financial information and goodwill calculations related to the transaction. It also discusses changes made to the merger consideration shares from 9.5 million to 12 million shares due to dilutive financing requirements and market conditions. The company's board decided to proceed without a fairness opinion based on their assessment of Cycurion and ongoing developments, and they continue to expect the acquisition to close by year-end 2024. Additionally, they accounted for impacts on shares due to the SLG Assignment Agreement and RCR Term Sheet amendments. The document highlights updated financial analyses for the merger consideration and projections regarding Cycurion's performance post-acquisition.

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Form Type: CORRESP

Filing Date: 2024-08-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465924089716

Filing Summary: Western Acquisition Ventures Corp. filed a response letter regarding comments from the U.S. Securities and Exchange Commission on Amendment No. 3 to its Form S-4 Registration Statement, filed in relation to its acquisition of SLG. The Company outlines revisions made to the Form S-4 following SEC comments and clarifications regarding the accounting treatment of the acquisition as a business combination under GAAP. It details the structure of the transaction which will involve both a wholly-owned subsidiary and a 49%-owned subsidiary, emphasizing control and financial support mechanisms over the latter. The correspondence also addresses comments on the reconciliation of financial information, the impact of the merger on net tangible assets under the Company’s Charter, and requisite disclosures concerning adjustments, managerial oversight of SLG, and its compliance with regulatory requirements. Key financial data concerning Cycurion and the accounting treatment of various equity instruments are also comprehensively explained, demonstrating the Company's updated approach to stakeholder management and transparency with regulatory authorities.

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Form Type: CORRESP

Filing Date: 2024-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000110465924007915

Filing Summary: Western Acquisition Ventures Corp. filed Amendment No. 2 to its Registration Statement on Form S-4 in response to comments from the SEC. The amendment addresses various financial disclosures, including reconciliation of pre-Effective Time and post-Merger amounts, adjustments to the condensed combined balance sheet, treatment of preferred shares, updates to transaction costs, and clarifications in risk factors, redemption rights, and performance evaluations. Key revisions also included the acknowledgment of the termination of the Forward Purchase Agreement and updates to the terms related to equity securities for Cycurion stakeholders. The amendment aims to align with previous SEC comments regarding disclosures for their ongoing business combination.

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