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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

November 22, 2022

Date of Report (Date of earliest event reported)

 

WESTERN ACQUISITION VENTURES CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41214   86-3720717
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

42 Broadway, 12th Floor
New York, New York 10004
  10004
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (310) 740-0710

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x Written communications pursuant to Rule 425 under the Securities Act

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbols   Name of each exchange on which
registered
Units, each consisting of one share of common stock, $0.0001 par value (the “Common Stock”), and one common stock purchase warrant   WAVSU   The Nasdaq Stock Market LLC
Common Stock included as part of the units   WAVS   The Nasdaq Stock Market LLC
Warrants   WAVSW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨

 

 

 

 


 

Item 7.01 Regulation FD Disclosure

 

On November 22, 2022, Western Acquisition Ventures Corp. (“Registrant”) and Cycurion, Inc. (“Cycurion”) issued a joint press release announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the joint press release issued on November 22, 2022 by Registrant and Cycurion announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by Registrant in making presentations to certain existing stockholders of Registrant and other persons with respect to the transactions contemplated by the Merger Agreement (the “Business Combination”).

 

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

  

Important Information and Where To Find It

 

In connection with the proposed Business Combination described herein, Registrant intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A, including a preliminary proxy statement and a definitive proxy statement. Promptly after filing its definitive proxy statement with the SEC, Registrant will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF REGISTRANT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT REGISTRANT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REGISTRANT, CYCURION AND THE BUSINESS COMBINATION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by Registrant with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).

 

Participants in the Solicitation

 

Registrant and its directors and executive officers may be deemed participants in the solicitation of proxies from Registrant’s stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Registrant will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available. Information about Registrant’s directors and executive officers and their ownership of Registrant common stock is set forth in Registrant’s prospectus, dated January 11, 2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.

 

  


 

Cycurion and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Registrant in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.

 

Forward-Looking Statements

 

This Current Report on Form 8-K and the documents incorporated by reference herein (this “Current Report”) contain certain “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Current Report regarding the proposed transactions contemplated by the Merger Agreement, including the benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Registrant’s and Cycurion’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against Registrant and Cycurion following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain approval of the stockholders of Registrant and Cycurion, certain regulatory approvals, or satisfy other conditions to closing in the Merger Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Cycurion’s business and/or the ability of the parties to complete the proposed Business Combination; (6) the inability to obtain or maintain the listing of Registrant’s shares of Common Stock on Nasdaq following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of Cycurion to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Registrant or Cycurion may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Cycurion; (13) risks related to the organic and inorganic growth of Cycurion’s business; (14) the amount of redemption requests made by Registrant’s stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Registrant for its initial public offering dated January 11, 2022 filed with the SEC and the proxy statement on Schedule 14A relating to the proposed Business Combination, including those under “Risk Factors” therein, and in Registrant’s other filings with the SEC. Registrant cautions that the foregoing list of factors is not exclusive. Registrant and Cycurion caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Registrant and Cycurion do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

  


 

Item 9.01. Financial Statements and Exhibits

 

(d)   Exhibits.

 

Exhibit No.   Description
     
99.1*   Press Release dated November 22, 2022
99.2*   Investor Presentation dated November 22, 2022
104   Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

* Furnished but not filed.

 

  


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 22, 2022  
   
WESTERN ACQUISITION VENTURES CORP.  
     
By: /s/ William Lischak  
Name:   William Lischak  
Title: Chief Financial Officer  

 

  

 

EX-99.1 2 tm2231315d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Cycurion, a Tech-Enabled Cybersecurity Solutions Provider, to Become a Public Company via Merger with Western Acquisition Ventures Corp.

 

· Cycurion serves a massive market for cybersecurity solutions estimated at $174 billion with significant secular tailwinds for growth given the rapid proliferation and severity of cyber threats;

 

· Cycurion provides Managed Security, Managed IT and Consulting/Advisory services and solutions. In addition, Cycurion offers the Cycurion ARx Security platform which is a multilayer software platform that consists of a Web Application Firewall, Bot Mitigation and Geo Gating;

 

· Cycurion’s platform is built on a set of proprietary algorithms that provide multiple layers of protection from attacks that provides the C-Suite with real-time information on the organization’s cyber posture;

 

· Established base of blue-chip clients and partners supported by a highly skilled team of engineers, many with high-level security clearances;

 

· Company will be led by veteran technology innovator, Emmit McHenry, CEO;

 

· Combined company anticipated to have an implied initial enterprise value of approximately $170.44 million, and the transaction is expected to deliver cash proceeds of around $113.31 million to Cycurion (assuming no redemptions) to advance Cycurion’s growth strategy fueling organic growth initiatives, investments in technologies and staff and strategic acquisitions; and

 

· The transaction is expected to be completed in the first quarter of 2023.

 

McLean, Virginia & New York, New York – November 22, 2022 – Cycurion, Inc. (the “Company” or “Cycurion”) a leading provider of tech-enabled cybersecurity solutions, and Western Acquisition Ventures Corp. (Nasdaq: WAVS) (“Western”), a special purpose acquisition company, today announced they have entered into a definitive business combination agreement.

 

Emmit McHenry, Founder, Chairman and Chief Executive Officer, Cycurion said, “Cybersecurity solutions have never been more mission critical for organizations of all sizes and types around the world. With the proliferation of cyber breaches and ransomware attacks and their material impact on organizations and reputations, Boards and C-Suite executives are being held accountable for oversight of cybersecurity risk. This starts with understanding that cybersecurity protection and monitoring solutions are now table stakes.”

 

“Since 2017, we have been singularly focused on providing cybersecurity solutions to federal, state and local governments, civilian, defense and judicial agencies, as well as commercial clients across various industries. We established our reputation by providing mission-critical cybersecurity support to multiple Federal government agencies, which positions us well to expand our reach to the commercial market. We have a talented group of engineers, many with top-level security clearances. Cycurion provides clients with a unique integrated dashboard that allows C-Suite executives and management to monitor cyber threats in real time.”

 

“We are excited to become a publicly traded company and expect that we will continue to grow through both organic investments and strategic acquisitions. With regard to acquisitions, we will build upon our successful track record of acquiring cybersecurity services and technology providers that enhance our leading-edge platform to protect our clients against the systemic, existential threat of cyberattacks to their businesses, customers and reputations.”

 

  


 

Stephen Christoffersen, CEO and Director of Western Acquisition Ventures, said, “We are thrilled to partner with Emmit McHenry and the team at Cycurion to advance their important vision. Cycurion is well- positioned for commercial success with an enormous market opportunity and secular tailwinds to support growth. Demand for cybersecurity products and services is rapidly accelerating and the market is expected to reach $174 billion in 2024, while the total costs of cybercrime attacks could reach $10.5 trillion by 2025. The Company has distinguished itself as a multi-layered SaaS solution provider that protects clients’ digital assets, while minimizing false positives and has established partnerships and blue-chip clients in the government and commercial sectors. Importantly, the Company is led by an experienced management team with a track record of successfully scaling technology companies and a Board of Directors with broad business experience and corporate governance expertise.”

 

Cycurion

 

Headquartered in McLean, Virginia, Cycurion is addressing the growing risk of cyber-piracy with its unique solutions that protect sensitive data and prevent privacy breaches for clients, partners and organizations. With a deeply skilled staff of 80 technology veterans, many of whom have high-level security clearances, Cycurion has developed a multi-layered SaaS solution to protect digital assets while minimizing false positives and reducing threats to data breaches. Cycurion has served customers across federal, state and local government agencies as well as commercial partners. Key clients and partners have included the United States Department of Defense, the Defense Intelligence Agency, the Department of Homeland Security, the United States Navy, KPMG, Verizon, AT&T, General Dynamics and Northrop Grumman.

 

Since its founding in 2017, Cycurion has built an end-to-end offering of cybersecurity protection that serves multiple Federal Government and commercial organizations. The Company has three wholly owned subsidiaries, Axxum Technologies LLC, Cloudburst Security LLC and Cycurion Innovation, Inc. Axxum Technologies is a cybersecurity provider that has performed work within multiple sub-agencies of the Department of Homeland Security, United States Administrative Courts and multiple state and local organizations. Cloudburst Security provides innovative cybersecurity services to both government and commercial organizations, protecting their integral data and information assets. Cycurion Innovation has a line of products that allow customers to improve their cyber posture with its Multi-Dimensional Protection (“MDP”) SaaS platform.

 

Following completion of the business combination, Cycurion will continue to be led by its experienced leadership team, including Founder & CEO Emmit McHenry and the existing management, Alvin McCoy, CFO, Kurt McHenry, COO and Ami Ahnine, CTO.

 

Founder Emmit McHenry brings more than 43 years of innovation, entrepreneurship and leadership to Cycurion. Mr. McHenry also founded Network Solutions, Inc., the world’s first internet domain provider that oversaw the creation of “.com”, “.net”, “.edu” and “.gov” domains, which was ultimately sold to VeriSign for $21 billion.

 

Transaction Overview

 

The business combination values Cycurion at an implied enterprise value of approximately $170.44 million. Upon the transaction’s closing, and assuming no redemptions by Western’s stockholders, Cycurion will have approximately $115.91 million in cash, resulting in a total pro forma equity value of approximately $271.63 million. Cash proceeds raised in the transaction will be used to fund operations, support growth, strategic acquisitions and for general corporate purposes. The proceeds will be funded through a combination of Western’s approximately $116.77 million cash in trust, assuming no redemptions by its stockholders, and up to $5.00 million in the form of a PIPE investment from institutional investors.

 

Upon the transaction’s closing, the combined company will be named Cycurion, Inc. and will be listed on NASDAQ.

 

2


 

The boards of directors of both Western and Cycurion have unanimously approved the proposed transaction. The closing is subject to the approval of Cycurion’s stockholders and Western’s stockholders and other customary closing conditions, including Western’s registration statement (the “Form S-4”) being declared effective by the Securities and Exchange Commission (the “SEC”) and NASDAQ’s approval of the continued listing of the combined company’s shares. It is currently anticipated that the transaction will close, assuming satisfaction of such closing conditions, by the end of the first quarter of 2023.

 

Advisors

 

A.G.P./Alliance Global Partners is serving as the exclusive financial advisor to Western. Clark Hill LLP is serving as the legal advisor to Cycurion and J.P. Galda & Co. is serving as the legal advisor to Western. Financial Profiles, Inc. is serving as investor relations advisor to Cycurion and Western.

 

About Cycurion

 

Cycurion is a McLean, Virginia-based technology enabled cybersecurity company, providing proprietary innovative solutions to Federal, State and Local government agencies and commercial partners. The Company’s software-based technology provides multiple layers of defense to stop penetrations on the front end, as well as monitors and detections on the back end. Leveraging its team of deeply skilled technology veterans with high-level security clearances, Cycurion combines its unique platform with a suite of services for Government agencies, C-Suite executives and Boards of Directors to access and process information allowing them to monitor the security profile of their network. For more information, visit Cycurion’s website.

 

About Western Acquisition Ventures Corp.

 

Western Acquisition Ventures Corp. is a blank check company sponsored by Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company, whose business purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The company is led by Board Member and CEO Stephen Christoffersen, and Board Member and CFO William Lischak. Western intends to focus on companies in the financial services, healthcare, real estate services, technology, leisure, hospitality, and software industries. The company plans to target businesses with compelling long-term growth prospects, secular tailwinds, and highly fragmented markets ripe for consolidation. For more information, visit Western’s website.

 

3


 

Forward Looking Statements

 

The information in this press release includes “forward-looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this Press Release regarding the proposed transactions contemplated by the business combination agreement, including the potential benefits of the transaction, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth; the expected management and governance of the combined enterprise; and the expected timing of the closing of the transaction. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Western’s and Cycurion’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the parties’ control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement; (2) the outcome of any legal proceedings that may be instituted against Western and Cycurion following the announcement of the business combination agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination for reasons that could include failure to obtain approval of the stockholders of Western and Cycurion, certain regulatory approvals, or satisfaction of other conditions to closing in the business combination agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the transactions contemplated by the business combination agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Cycurion’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of Western’s shares of Common Stock on Nasdaq following the closing of the transactions contemplated by the business combination agreement; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and its consummation; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Cycurion to grow and to manage its growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Western or Cycurion may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Cycurion; (13) risks related to the organic and inorganic growth of Cycurion’s business; (14) the amount of redemption requests made by Western’s stockholders; and (15) other risks and uncertainties indicated from time to time set forth in the final prospectus of Western for its initial public offering dated January 11, 2022 filed with the SEC under “Risk Factors” therein, and in Western’s other filings with the SEC. Western cautions that the foregoing list of factors is not exclusive. Western and Cycurion caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Western and Cycurion do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.

 

Important Information and Where to Find it

 

In connection with the proposed business combination, Western will file a registration statement on Form S-4 with the SEC. The Form S-4 will include a proxy statement/prospectus of Western. Additionally, Western will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Securities holders of Western are urged to read the Form S-4 and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

 

An investor presentation will be available on Western’s and Cycurion’s websites and filed with the SEC as an exhibit to Western’s Current Report on Form 8-K and will also be available on the SEC website at www.sec.gov.

 

Participants in the Solicitation

 

Western and its directors and executive officers may be deemed participants in the solicitation of proxies from Western’s stockholders with respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Western will be included in the Form S-4 for the proposed business combination and be available at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Form S-4 for the proposed business combination when available. Information about Western’s directors and executive officers and their ownership of Western common stock is set forth in Western’s prospectus, dated January 11, 2022, as modified or supplemented by any Form 3s or Form 4s filed with the SEC since the date of the prospectus. Other information regarding the interests of the participants in the proxy solicitation will be included in the Form S-4 pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.

 

4


 

Cycurion and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Western in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Form S-4 for the proposed business combination.

 

No Offer or Solicitation

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Investors Relations

Financial Profiles, Inc.

Jack Drapacz

310-622-8230

 

John Brownell

310-622-8249

cycurion@finprofiles.com

 

Media Relations for Cycurion

Financial Profiles, Inc.

Kelly Hull

310-622-8252

 

5

 

EX-99.2 3 tm2231315d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2 

 

Company Overview November 2022

  


Important Information and Where to Find it In connection with the proposed business combination, Western will file a registration statement on Form S - 4 with the SEC. The Form S - 4 will include a proxy statement/prospectus of Western. Additionally, Western will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov . Securities holders of Western are urged to read the Form S - 4 and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this presentation is not incorporated by reference into, and is not a part of, this presentation. Participants in the Solicitation Western and its directors and executive officers may be deemed participants in the solicitation of proxies from Western’s stockholders with respect to the proposed business combination . A list of the names of those directors and executive officers and a description of their interests in Western will be included in the Form S - 4 for the proposed business combination and be available at www . sec . gov . Additional information regarding the interests of such participants will be contained in the Form S - 4 for the proposed business combination when available . Information about Western’s directors and executive officers and their ownership of Western common stock is set forth in Western’s prospectus, dated January 11 , 2022 , as modified or supplemented by any Form 3 s or Form 4 s filed with the SEC since the date of the prospectus . Other information regarding the interests of the participants in the proxy solicitation will be included in the Form S - 4 pertaining to the proposed business combination when it becomes available . These documents can be obtained free of charge from the sources indicated above . Cycurion and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Western in connection with the proposed business combination . A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the Form S - 4 for the proposed business combination . D i s cla i m er Forward Looking Statements The information in this press release includes “forward - looking statements” within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

  


Forward - looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward - looking statements include, among others, statements made in this Presentation regarding the proposed transactions contemplated by the business combination agreement, including the potential benefits of the transaction, integration plans, expected synergies and revenue opportunities; anticipated future financial and operating performance and results, including estimates for growth; the expected management and governance of the combined enterprise; and the expected timing of the closing of the transaction. Forward - looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Western’s and Cycurion’s managements’ current beliefs, expectations and assumptions. Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the parties’ control. Actual results and outcomes may differ materially from those indicated in the forward - looking statements. Therefore, you should not rely on any of these forward - looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward - looking statements include, among others, the following: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement; (2) the outcome of any legal proceedings that may be instituted against Western and Cycurion following the announcement of the business combination agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination for reasons that could include failure to obtain approval of the stockholders of Western and Cycurion, certain regulatory approvals, or satisfaction of other conditions to closing in the business combination agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the transactions contemplated by the business combination agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID - 19 pandemic on Cycurion’s business and/or the ability of the parties to complete the proposed business combination; (6) the inability to obtain or maintain the listing of Western’s shares of Common Stock on Nasdaq following the closing of the transactions contemplated by the business combination agreement; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and its consummation; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Cycurion to grow and to manage its growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations; (11) the possibility that Western or Cycurion may be adversely affected by other economic, business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Cycurion; (13) risks related to the organic and inorganic growth of Cycurion’s business; (14) the amount of redemption requests made by Western’s stockholders; and (15) other risks and uncertainties indicated from time to time set forth in the final prospectus of Western for its initial public offering dated January 11, 2022 filed with the SEC under “Risk Factors” therein, and in Western’s other filings with the SEC. Western cautions that the foregoing list of factors is not exclusive. Western and Cycurion caution readers not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Western and Cycurion do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its their expectations or any change in events, conditions, or circumstances on which any such statement is based.

  


D i s cla i m er Transaction Structure • Cycurion, Inc. (“ Cycurion ”) to combine with Western Acquisition Ventures Corp. (“ Western ”), a publicly - listed Special Purpose Acquisition Company (“ SPAC ”), with approximately $116.77 MM cash currently held in trust 1 Valuation • Transaction implies a pro forma enterprise value of ~$170.44 MM and pro forma equity value of ~$271.63 MM 2,3 Capital Structure • Transaction is expected to result in ~$113.31 MM of cash proceeds to fund growth and expansion 2,3 • Existing Cycurion shareholders to retain 100% of their equity and will own 38.23% of the pro forma company at closing 2 • Emmit McHenry, Co - Founder and CEO will hold 4.86% of the voting power in the pro forma company at closing 3 NOTE: 1. As of September 30, 2022 2. Assumes no redemptions by Western’s stockholders. 3. Based on $116.77 MM cash from Western’s trust account and up to $5.00M PIPE Investment NOTE: 1.

  


Assumes no redemptions by the public shareholders of Western 2. Reflects the conversion of Cycurion’s outstanding convertible notes and/or preferred stock, which will convert into common stock of the combined company 3. As of September 30, 2022 4. Up to $5.00M PIPE Investment 5. Estimate of and Western’s aggregate investment banking, deferred underwriting, legal, SEC and stock exchange, printing and consulting fees and expenses 6. As of November 21, 2022 7.

  


Inclusive of Cycurion’s cash balance as of November 21, 2022 (Source: Management Accounts) Transaction Overview Illustrative Sources (1) Pro Forma Valuation Cycurion Equity (2) $ 95.00 Share Price ($ / sh.) $ 10.00 SPAC Cash in Trust (3) 116.77 Pro Forma Shares Outstanding (1)(2) 27.16 PIPE Cash 5.00 Implied Equity Value 271.63 Total Sources $ 216.7 7 (+) Debt (6) 14.73 ( - ) Pro Forma Cash (7) 115.91 Uses (1) Enterprise Value 170.44 Cycurion Equity $95.00 34.97% Cycurion Shareholders 42.34% IPO Shareholders 10.72% PIPE and Bridge Investors 11.97% Western Sponsor Cash to Balance Sheet 113.31 Transaction Expenses (5) 8.45 Total Uses $ 216.7 7 The Cycurion Team C E O Alvin McCoy CFO Emmit McHenry • Founded NetCom Solutions International and grew to nearly a $300MM company in six years with operations in US, UK and South Africa • Founded Network Solutions and led its sale to SAIC • Held senior executive position at Connecticut General, Union Mutual and Allstate Insurance • Service - Disabled Veteran, having Served in the United States Marine Corps • MA in Communications from Northwestern University; BA in Communications from the University of Denver Kurt McHenry COO • Former Managing Partner of Quantum Capital Partners, a mid market merchant bank • Former President & CEO of The McCoy Group, LLC, which provided CFO and financial advisory services • Served as VP of CMBS Group at Merrill Lynch, managing over $75 Billion of new debt origination • Former Board member of a $500mm financial institution and former board member of $5 Billion commercial lending company • MBA in Finance from Duke University; BA Economics and History from Bucknell University • Founding Principal, President & COO of Archura, LLC • Former President & COO of NetCom Solutions International, Inc. • Served as VP of Marketing & VP of Business Development at NetCom Solutions International, Inc. • Former Sales and Marketing positions with AT&T Global Information Systems and NCR • BA from George Mason University Ami Ahnine CTO • Retired Lt.

  


Col in the Israeli Defense Forces (IDF) • As the commander of the IDF’s software house, the organization was known for its track record of product delivery • In last position, he led a large project utilizing deep learning and AI to prevent terror attacks for which he was awarded the renowned “Israeli Defense Prize” by the President of Israel • MBA in Law, Bar Ilan University, Israel; BA in Business Management, The Open University of Israel • CEO of Range Ventures, LLC • BOD and CFO for XS Financial, Inc. (CSE: XSF) • Former CFO of KushCo Holdings Inc. (OTCQX:KSHB) • Former VP of Investment Strategist for Comerica Asset Management • Managing Partner, OKA Holdings, LLC • Chief Operating Officer, Techni - Tool Inc. • Former Investment Professional Arcis Equity Partners LLC • Former Merger Arbitrage & High Yield Credit Trader at Taconic • Former M&A Investment Professional at Credit Suisse Group AG Stephen Christoffersen, CFA, Chief Executive Officer Ade Okunubi, MBA, CFA, Director • CEO - RightsTrade, LLC • Former CFO - Johnson Management Group • Former CFO - PIXOMONDO STUDIOS Gmbh & Co • Former Co - President & COO - OddLot Entertainment LLC • Former President, COO, & CFO - First Look Studios William Lischak, CPA, MST, Chief Financial Officer • Founder, Chairman & President of the Cura Foundation • Former Chairman & CEO of NeoStem (NASDAQ: NBS) • Former Chairman of Mynd Analytics (NASDAQ: MYND) • Founder & President of the Cura Foundation • BOD of NYU Langone & BOT of Sanford Health • Current/previous BOD experience: SRNE, GXGX, SREV, SEEL & RMTI Robin L. Smith, MD, MBA, Director Adam K. Stern, Director • CEO of SternAegis Ventures • Head of Private Equity Banking at Aegis Capital • Former Senior Managing Director at Spencer Trask Ventures • Former Head of PE & MD at Josephthal & Co. • Current/previous BOD experience: DRIO, ONVO, MYNB & HYFM The Western Team The total cost of cybercrime attacks could reach $10.5 trillion by 2025, representing a CAGR of 15% over the next five years.

  


Source: Cybersecurity Ventures • “As the world is increasing interconnected, everyone shares the responsibility of securing cyberspace.” - Newton Lee • “Cyberattacks are becoming an increasingly common weapon used to steal valuable information and destabilize our national security.” - Senator Marco Rubio • • • • “There two types of companies — those who have been hacked and those that will be.” - Robert Mueller “In the future, cyber threat will equal or even eclipse the terrorist threat.” - Robert Mueller “As cyber threats evolve, we need to evolve as well.” - Christopher A. Wray “The cyber threat is….one of the most serious economic and security challenges we face as a nation.” - President Barack Obama Cyber Attacks are Existential Threats Cybersecurity products and services could reach $174 billion in 2024, representing a CAGR 8.1% for the period 2020 - 2024.

  


Source: IDC • US is estimated to be the largest market, followed by China and the UK. Gartner projects the global cybersecurity spend to reach $207 billion by 2024. • Gartner predicts spending on Cloud Security solutions will grow 37% in 2022 and 33% in 2023, outpacing all other information security markets. • Ransomware attacks on governmental institutions increased by 47% in 2021. Cyberattacks on healthcare organizations increased 71% in 2021. Source: Check Point • President Biden proposed $11 billion in civilian cybersecurity funding for fiscal 2023. The DoD requested another $11.2 billion, bringing total government spending on cybersecurity to over $20 billion in 2023. • According to World Economic Forum (WEF), majority of cybercrime often goes undetected especially data breaches in organizations. Cybersecurity Total Addressable Market In the age of Digital Transformation, the growing risk of cyber - piracy requires unique solutions to protect sensitive data and prevent data breaches for the privacy of patients, clients, partners, and organizations.

  


Cycurion is committed to delivering cybersecurity solutions that protect our clients’ high value assets. Quick Facts • 45 Active Contracts • 2021 Year End Annual Revenue ~$16.9MM • 2021 Adj. EBITDA ~ $1.7MM • The Cycurion Security Platform: Cycurion has developed a multi - layered SaaS solution to protect clients’ digital assets while minimizing false positives. • Headquarters: McLean, Virginia • R&D: Tel Aviv, Israel • Staff: 80 • Skilled staff holding impressive list of industry certifications • DoD Cleared Facilities Company Snapshot Government Commercial Key Clients and Partners

  


  


  


Our Vision is to be the leading provider of cybersecurity solutions and services Managed IT Services Managed Security Solutions Cycurion Cybersecurity Platform Consulting and Advisory Services Our Mission is to protect our clients’ digital assets by partnering the right tools and data with the right resources and competencies Business Description Services and Solutions Managed IT Services □ Project Management and IV&V □ Microsoft 365 Support □ Voice and Data Infrastructure Engineering and Management □ IT Help Desk Support □ HW/SW License Management □ Systems Engineering and Administration □ Application D ev el op m e n t □ Staff Augmentation Managed Security Services □ SOC as a Service □ Managed Detection and Response □ Incident Response and Forensics □ Threat and Vulnerability Management □ 24 by 7 Security Monitoring □ Dark Web Monitoring □ Cloud Security □ Firewall Management □ Cybersecurity Awareness and Training □ Virtual CISO Support Cycurion AR x Security Platform □ C - Suite Dashboard □ Web Application Firewall □ Geo - Gating □ Intelligent Bot - Mitigation □ Integration with Cycurion SOC as a Service □ Consulting and Advisory Services □ Managed Security Services Consulting and Advisory Services □ Enterprise Risk Management □ Security Architecture and Engineering □ Penetration Testing □ Digital Forensics and Incident Response □ Threat Hunting □ Staff Augmentation The Technology Layer 1: Geo - Gating Layer 3: Bot Mitigation Talent Seasoned and certified cybersecurity professionals focused on protecting our clients’ digital assets.

  


Techniques Well - versed in the leading cybersecurity frameworks, allowing us to deliver services efficiently. Tools Experience with best - in - class cybersecurity tools, enabling us to enhance the security posture of our clients’ enterprises. Unparalleled threat detection accuracy Impenetrable multilayered protection Built on Proprietary IP Multi - layered SaaS Protection has Arrived.

  


Cycurion ARx Dashboard

  


  


  


Appendix

  


Minimizes false positives Layer 2: Web Application Firewall (WAF) The People Subject Matter Experts The Cycurion Security Platform • Customer Cost Savings • Reduce False Positive Alerts • Reduction of Monitoring Staff • Reduction of Technology Cost • Real - time Integrated Management and C - Suite Dashboard • Product can be placed in front of or behind existing security products • The Cycurion Advantage • Experienced Leadership Team • Revolutionary SaaS IP • Strong Strategic Partnerships Value Proposition • Build Capacity to Generate Organic Growth and Profit • Add C - Suite Executive Talent to Team • Build Internal Sales and Marketing Team • Increase Capacity of Security Operations Team • Increase Resources allocated to R&D and Product Development • Growth through Acquisitions • Target Commercial MSSP • Government Prime Contractors • Key Enterprise Accounts • Strategic/Complimentary Solutions • Partner with strategic channel partners in the Healthcare, Telecommunications and Financial Services sectors • Create Channel Partner Program • Target specific markets • In initial discussions with enterprise partners • Increase Direct Sales Resource • Cross sell platform to existing customers • Increased Revenue • Increased Margins • Prioritizing Recurring Revenue Business • Expand Existing Customer Base • Target Markets • Government (Federal, State and Local) • Higher Education • Finance • Healthcare • Small and Midsized Businesses Growth Strategy Derek J Penn Director Leela J Gray Director • Independent Trustee Charles Schwab Corporation - Board of Trustees Mutual Funds and ETFs • Former Managing Director - Head of Equity Sales and Trading BNY Mellon// Pershing Capital Markets • Former Head of Equity Trading Fidelity Investments, Head Trader Lehman Brothers, Merrill Lynch and Morgan Stanley • Fuqua School of Business, Duke University Board of Trustees (Emeritus after 14 years as regular trustee) • MBA in Finance from Duke University; BA Chemistry and English from Duke University • Retired Brigadier General US Army Cyber Command • Board Member Empower Rideshare, and Monterey Capital Acquisition Corporation • Thirty - year career, Twenty - Three years active duty and seven years in the reserves • NACD Directorship Certification; Project Management Professional (PMP); and Top Secret Clearance • MS in Strategic Studies, US Army War College; MA in Journalism Ball State University; and BA in Mass Communication, Elon University Henry V Stoever Director • President & CEO of the Associations of Governing Boards of Universities and Colleges • Former Chief Marketing Officer National Association of Corporate Directors (NACD) • Former Senior VP StudentLoans.com; VP Marketing CoStar Group; Senior Director Marketing Sprint - Nextel Corporation; • Caption in US Marine Corp, received Navy Commendation Medal with Combat “V” for device during Operation Desert Storm • MBA in Marketing and Strategy, Northwestern University; BS Economics US Naval Academy Gerry Czarnecki Director • Chairman & CEO of the Deltennium Group • Former Director State Farm Insurance - Fifteen (15) Years • Director Jack Cooper Enterprises, DirectView Holdings, RFD & Associates • National Association of Corporate Directors Board Leadership Fellow • CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University, • MA in Economics from Michigan State University; BS in Economics from Temple University Cycurion Board of Directors