Cycurion, Inc. current report, 26 April 2024

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Filing Summary

Business Context and Reporting Period

Western Acquisition Ventures Corp. (the registrant, Nasdaq symbols WAVSU, WAVS and WAVSW) filed this Form 8-K on April 30, 2024, reporting an event dated April 26, 2024. The filing concerns its proposed business combination with Cycurion, Inc. under a November 21, 2022 Business Combination Agreement.

Material Agreement and Key Terms

  • On April 26, 2024, Western Acquisition Ventures, its wholly owned merger subsidiary and Cycurion entered into an Amended and Restated Business Combination Agreement.
  • The transaction is structured as a merger in which the merger subsidiary will merge with and into Cycurion, with Cycurion surviving as a wholly owned subsidiary of Western Acquisition Ventures.
  • The amendment changes certain economic terms applicable at the closing of the business combination.
  • The termination date for completing the transaction was extended from December 31, 2023 to December 31, 2024.
  • The amended agreement was filed as Exhibit 2.1.

Financial Metrics, Liquidity and Outlook

This Form 8-K does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics. It also does not provide financial guidance or an updated forecast.

Risks, Contingencies and Unusual Items

  • The business combination remains subject to completion under the amended agreement and is not presented as consummated in this filing.
  • The extension of the termination date indicates that the transaction had not closed by April 26, 2024.
  • The filing does not describe the revised economic terms in the provided text; investors should review Exhibit 2.1 for the specific changes, conditions, termination rights and closing requirements.

Investor Verification Items

  • Review Exhibit 2.1 to identify the revised consideration, capitalization, transaction economics and other amended provisions.
  • Verify whether the business combination ultimately closes by the extended December 31, 2024 termination date.
  • Assess any required shareholder, regulatory, financing or other closing conditions.
  • Obtain separate financial disclosures for Cycurion and Western Acquisition Ventures, as this filing does not provide operating or balance-sheet data.