Western Acquisition Ventures Corp

Annual Report on Form 10-K** for the Fiscal Year Ended December 31, 2023**

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Explanatory Note

Western Acquisition Ventures Corp. (“we,” us,” or the “Company”) highlights for the reader that this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 applies to that entire fiscal year. As explained in further detail in our Current Report on Form 8-K filed on December 7, 2022, we entered into a merger agreement and plan of merger with Cycurion, Inc. on November 21, 2022 (the “Merger Agreement”). Completing the transactions contemplated in the Merger Agreement will constitute an initial business combination. Because of this, the Company’s business objectives focus shifted from a generalized search for an acquisition target to closing under the Merger Agreement.

In connection with such contemplated transactions, the Company amended its certificate of incorporation as of January 11, 2023 by filing a Second Amended and Restated Certificate of Incorporation (the “Initial Charter Amendment”) with the Delaware Secretary of State. This was disclosed in the Current Report on Form 8-K dated January 12, 2023, which also explained that the January 6, 2023 stockholder vote to approve the Initial Charter Amendment triggered our public stockholders’ right to redeem their shares of common stock. As of the date this annual report was filed, there were 11,225,733 shares redeemed of the previously outstanding 11,500,000 shares of common stock issued in connection with our initial public offering (the “Public Shares”) that consummated on January 14, 2022 (“IPO”). Such redemption materially decreased the number of Public Shares outstanding to 274,267 as of the date this annual report was filed. None of our 3,251,000 shares of common stock issued outside of the IPO were redeemed and remain outstanding.

Subsequent to the approval by the Company’s Second Amendment to the Second Amended and Restated Certificate of Incorporation (the “Second Charter Amendment”) on July 6, 2023, as disclosed in the Current Report on Form 8-K dated July 13, 2023, the Company filed the Second Charter Amendment with the Delaware Secretary of State on July 11, 2023, which extended the date by which the Company has to consummate the initial business combination from July 11, 2023 to January 11, 2024.

After the approval by the Company’s stockholders of the Third Amendment to the Second Amended and Restated Certificate of Incorporation on January 9, 2024, as disclosed in the Current Report on Form 8-K dated January 12, 2024, the Company filed the Third Charter Amendment with the Delaware Secretary of State on January 10, 2024. The Third Amendment extends the date by which the Company has to consummate a business combination from January 11, 2024 to April 11, 2024.

After the approval by the Company’s stockholders of the Fourth Amendment to the Second Amended and Restated Certificate of Incorporation (the “Fourth Charter Amendment” and together with the Initial Charter Amendment, the Second Charter Amendment and the Third Charter Amendment, the “Charter Amendments”) on April 10, 2024, as disclosed in the Current Report on Form 8-K dated April 12, 2024, the Company filed the Fourth Charter Amendment with the Delaware Secretary of State on April 10, 2024. The Fourth Amendment extends the date by which the Company has to consummate a business combination from April 11, 2024 to July 11, 2024.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

The impact of the redemptions on our trust account (the “Trust Account”) was also significant. Prior to the redemption, we held approximately $117.3 million in trust as of the Merger Agreement. The redemption reduced our Trust Account balance by approximately $114.7 million to approximately $3.0 million, effectively depleting 97.5% of our trust funds, as of the date this annual report was filed. Nonetheless, subject to the section below labeled Forward Looking Statements, we expect to move forward with our merger with Cycurion, as further described in the Registration Statement on Form S-4 filed on February 14, 2023, as amended on November 2, 2023 and on January 30, 2024 (the “Form S-4”). We thus caution you to read this Annual Report on Form 10-K in connection with the facts described in this explanatory note.

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or 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 statement, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law, or if and when management knows, or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

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