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Item 1. Business

2025-04-17 compared with 2024-04-26 · 696 added, 191 removed, 0 unchanged (100% of the section changed)

Western Acquisition Ventures Corp.

(the “Company,” “WAV,” “us,” “we,” or “our”) was incorporated in Delaware on April 28, 2021 for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or other similar business combination with one or more businesses or entities (a “business combination”).

We have neither engaged in any operations nor generated any revenues to date.

Based on our business activities, we are a “shell company” as defined under the Exchange Act, because we have no operations and nominal assets consisting almost entirely of cash.

Our Initial Public Offering (“IPO”) sold 11,500,000 units for $10.00 per unit pursuant to a Registration Statement on Form S-1 (File No.

333-260384) filed on October 20, 2021, as amended, which the U.S.

Securities and Exchange Commission (the “Commission” or “SEC”) declared effective on January 11, 2022 (the “Registration Statement”).

Each unit consisted of one share of common stock, par value $0.0001 (“common stock”), and one warrant (the “warrants” or the “public warrants”).

We issued a press release on May 2, 2022, which was attached as Exhibit 99.1 to a Current Report on Form 8-K filed on the same date, announcing that the holders of our units issued in the IPO may elect to separately trade the shares of common stock and the public warrants.

Each of the public warrants entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as described in the prospectus relating to our IPO.

Each of the public warrants becomes exercisable on the later of one year after the January 14, 2022 closing of the IPO, or 30 days after the consummation of our initial business combination, and expires five years after the completion of our initial business combination, or earlier upon redemption.

We will provide the holders of our outstanding shares of common stock that were sold as part of the units in the IPO (“public shares”) with the opportunity to redeem their shares of common stock upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below, including interest (net of taxes payable and up to $100,000 of interest to pay dissolution costs and expenses if needed), divided by the number of then-outstanding public shares.

Our sponsor is Western Acquisition Ventures Sponsor LLC (“Sponsor”), and A.G.P./Alliance Global Partners (“A.G.P.”) was the sole book-running manager and representative of the underwriters in our IPO.

Together, our Sponsor and A.G.P own an aggregate of 2,875,000 shares of our common stock.

As of the fiscal year ended December 31, 2023, our certificate of incorporation provided that we had up to January 11, 2024 to consummate an initial business combination, unless such deadline was extended in accordance with the provisions of our certificate of incorporation.

Pursuant to Charter Amendments, we are permitted to extend such deadline to consummate an initial business combination up to six times, for one month at a time, at a cost of $10,000 per extension (i.e., $60,000 for all six extensions).

The Fourth Charter Amendment was filed with the Delaware Secretary of State on April 10, 2024, extending the time to consummate the initial business combination to July 11, 2024, which is a total of 30 months from the closing of the IPO.

In connection with the approval of the Charter Amendments, our stockholders collectively redeemed 11,225,733 of our 11,500,000 public shares in exchange for approximately $114.7 million from our Trust Account, which left a remaining balance of approximately $3.0 million as of the date this annual report was filed.

If we fail to complete our initial business combination by July 11, 2024, we will distribute to our remaining public stockholders the aggregate amount then on deposit in the Trust Account on a pro rata basis.

In such event, we will thereafter cease all operations except for winding up of our affairs and our warrants will expire and become worthless.

Simultaneously with the closing of the IPO, the Company also completed a private sale of 376,000 units (the “Private Placement Units”) to Western Acquisition Ventures Sponsor LLC (our “Sponsor”) for $10.00 per Private Placement Unit.

This generated gross proceeds to the Company of $3,760,000.

The Private Placement Units are identical to the units sold in the IPO, except as otherwise disclosed in the Registration Statement.

No underwriting discounts or commissions were paid with respect to such sale.

The shares forming part of each Private Placement Unit, along with our Founder Shares, do not participate in any distribution from our Trust Account in the event we do not consummate a business combination.

Additionally, in such event, the warrants forming part of the Private Placement Units would also expire and become worthless.

The Private Placement Units were issued pursuant to the exemption from registration for transactions not involving any public offering under Section 4(a)(2) of the Securities Act.

Our SEC filings, including reports, proxy and information statements, and other information regarding the Company are available at http://www.sec.gov.

They are also available on our website at https://www.westernacquisitionventures.com.

The information on our website, however, is not, and should not be deemed to be a part of this annual report.

For additional information on the Company’s business, please see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 1.

Description of Organization and Business Operations and Liquidity.”

Our Management Team

Prior Management Team

Each of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire prior board of directors, resigned effective December 28, 2023, as reported on Current Report on Form 8-K dated January 3, 2024.

Each of the resignations was precipitated by the potential excise tax payable under the Inflation Reduction Act and their potential liability if the Company were unable to pay it at the time the tax is due, and not as a result of any disagreements with the Company or any matter relating to the Company’s operations, policies, or practices.

For a description of our management team until the effective date of the above resignations, please see “Item 1.

Business – Our Management Team” in our Form 10-K filed on March 31, 2023 with the SEC for the year ended December 31, 2022.

Current Management Team

Our current directors and executive officers are as follows.

James Patrick McCormick

McCormick was appointed to serve as the Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary of Western, effective as of December 27, 2023.

He also was appointed to serve as a Director of Western, effective as of December 28, 2023.

McCormick previously held numerous international general management and CFO roles as a member of British American Tobacco where he worked from March 1992 to January 2009.

More recently he has served as Chief Operating Officer and Chief Financial Officer of KushCo Holdings Inc.

from August 2017 to January 2019 and CEO of Ignite International Inc.

from February 2019 to December 2019.

He also served as a management consultant for UMBRLA, Inc.

from December 2019 to September 2020, Redbird Bioscience from April 2021 to August 2021, Cars & Credit Master from November 2021 to December 2022, Abstrax Tech Inc.

from January 2023 to April 2023, and Thought Leaders, Inc.

since April 2023.

McCormick graduated from Eastern Illinois University with a B.S.

in Finance and Accounting in 1988 and from Southern Illinois University Edwardsville, an MBA in 1992.

He also is a Certified Public Accountant (CPA), Certified Management Accountant (CMA), and Certified Internal Auditor (CIA), all of which are currently inactive as he is no longer in private practice.

We believe Mr.

McCormick is well qualified to serve as a member of our board of directors because of his experience as an executive officer of various public companies, as well as his deep financial reporting and management experience and his broad industry experience.

Ryan Selewicz

Ryan Selewicz was appointed to serve as a Director of Western, effective as of January 18, 2024.

Selewicz currently serves as the Vice President of E-Commerce at Greenlane Holdings, Inc., a seller of vaporizers and other products to businesses and consumers, where he oversees the company’s direct-to-consumer online businesses and the technology platforms that support those businesses.

Prior to taking this role, Mr.

Selewicz served as Greenlane’s Vice President of Technology Transformation following their merger with KushCo Holdings.

In this role, Mr.

Selewicz was responsible for the company’s enterprise systems and played a key role in the integration of the IT systems post-merger.

Prior to their merger with Greenlane, Mr.

Selewicz served as Executive Vice President of Technology at KushCo Holdings, Inc., where he was responsible for the company’s overall technology vision and strategy.

Proposed Business Combination

On November 21, 2022, the Company, WAV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), which will be formed at, or prior to, closing,Cycurion, Inc., a corporation organized under the laws of Ontario (“Cycurion”), and Emmit McHenry as Cycurion stockholders’ representation (the “Stockholders Representative”), entered into an

Agreement and Plan of Merger (“Merger Agreement”), pursuant to which, among other things, Cycurion will be merged with the Merger Sub (the “Merger” or “Business Combination”, and together with the other transactions related thereto, the “Proposed Transactions”)with Cycurion surviving the Merger as a wholly-owned subsidiary of the Company.

There is no guarantee that the Merger will take place.

As disclosed in the Company’s prospectus dated January 11, 2022, pursuant to the Trust Agreement, and the Company’s certificate of incorporation, the Company had until January 11, 2023 to complete the Merger.

This date was subsequently extended to July 11, 2023, January 11, 2024, April 11, 2024 and July 11, 2024 pursuant to the Charter Amendments.

In evaluating the Merger, our board of directors considered the foregoing criteria and guidelines and believe that Cycurion meets many of these criteria and guidelines.

Acquisition Strategy

Our acquisition strategy has been guided by several key factors, including our significant industry and operational expertise, and our plan to target merger candidates where conditions allow us to sufficiently influence the outcome to produce attractive economic rewards for our stockholders and stakeholders.

Prior to entering into the Merger Agreement with Cycurion, our target sectors have included, but were not limited to, infrastructure and environmental services, health, wellness and food sustainability, financial technology and financial services, enterprise software and SaaS, and leisure and hospitality.

Our selection process leveraged our network of varied industry, investment banker, private equity and venture capital, credit fund, and lending community relationships, as well as our relationships with management teams of public and private companies, restructuring advisers, attorneys, and accountants, which we believe provided us with a number of high-quality initial business combination opportunities.

We have deployed a proactive, thematic sourcing strategy to focus on companies where we believe the combination of our operating experience, relationships, capital, and capital markets expertise can be catalysts to change a target company and can help accelerate the target’s growth and performance.

Our objectives are to generate attractive returns for our stockholders and enhance value.

We plan to do that by:

(1) completing our initial business combination with a high-quality merger target at an attractive valuation on favorable terms for our stockholders, and (2) enhancing performance through our team’s experience, expertise, and network.

We expect to favor potential target companies with compelling long-term growth prospects that benefit from strong secular tailwinds and are in a highly fragmented market, ripe for consolidation opportunities.

We expect our target to possess certain business characteristics such as a leading market position, significant recurring revenue, a diversified customer base, opportunity for operational improvement, and a healthy margin profile with attractive free cash flow characteristics.

Our management team and board of directors has experience in:

● sourcing, structuring, acquiring, and selling businesses;

● operating companies, implementing and executing change-driven strategies, and identifying, monitoring, and recruiting industry-leading talent;

● fostering relationships with sellers, capital providers, and target management teams;

● negotiating transactions favorable to investors;

● executing transactions in multiple geographies and under varying economic and financial market conditions;

● improving the strategic, operational, organizational, and financial effectiveness of companies;

● accessing capital markets, including financing businesses, and managing or assisting companies transitioning from private to public ownership;

● acquiring and integrating companies;

● developing and growing companies, both organically and inorganically, and expanding the product range and geographic footprint of a number of target businesses.

We have engaged in an extensive research effort to identify a large number of potential targets and initiated discussions with various initial business combination targets, and after doing so have executed the Merger Agreement with Cycurion, a company operating in the cybersecurity industry.

We believe personal relationships built over time has been critical, not just in generating transaction opportunities, but also in consummating an initial business combination.

In evaluating a prospective target business, we conducted due diligence reviews that encompassed, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal, and other information made available to us.

We were not and are not prohibited from pursuing our initial business combination with a company that is affiliated with our Sponsor, officers, or directors.

We were introduced to Cycurion by a member of our Sponsor who had a prior financial relationship with Cycurion and another member of our Sponsor has established a financial relationship with Cycurion since our execution of the Merger Agreement.

Although our officers and directors had no prior relationship with Cycurion, our directors engaged an independent valuation firm to render an opinion as to the fairness from a financial point of view of the Business Combination.

Our initial stockholders, officers, and directors directly or indirectly own our securities following the closing of our IPO on January 14, 2022, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular initial business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Investment Criteria and Industry Opportunity

We have been using the following investment criteria to screen for and evaluate target businesses, although we may have pursued opportunities outside of this scope.

● Small/Mid-cap Business:

Initially, we sought to acquire one or more businesses with an aggregate enterprise value in excess of $500 million although target entities with a smaller or larger enterprise values were also to be considered, determined in the sole discretion of our management team, and according to reasonably acceptable valuation standards and methodologies.

● Public Company Ready:

We seek to acquire a company that is well-positioned to be a public company in terms of scale and size, and a company that public equity market investors will understand and value.

We intend to avoid companies that have significant deficiencies in financial reporting or general public company readiness.

● Generates Stable Free Cash-Flow or Annual Recurring Revenue:

We seek to acquire a business that has historically generated, or has the near-term potential to generate, strong and sustainable free cash flow.

We also believe that certain business models such as SaaS businesses, financial technology or enterprise software businesses have sustainable annual recurring revenue and are platforms that can be used to create attractively valued public companies.

● Would Benefit Distinctly from our Capabilities:

We seek to acquire a business where we can tangibly improve the operations and create long-term value for our stockholders.

In particular, we believe our experience in operating and improving public companies, as well as serving on public company boards, would add value to the management teams and boards of potential target companies.

● Is Sourced Through our Proprietary Channels:

We believe the strength of our network will allow us to source differentiated targets, and even in competitive situations, we believe we would be able to leverage our proprietary relationships or insights into potential targets that will create competitive advantages for us.

● Has a Dedicated and Proven Management Team:

We seek to acquire a business with a professional management team whose interests are aligned with those of our investors.

Where necessary, we may also look to complement and enhance the capabilities of the target business’s management team by recruiting additional talent through our network of contacts.

These criteria are not intended to be exhaustive, or to limit the scope of consideration for or the selection of an acquisition target.

Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors, and criteria that our management deem relevant.

In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Effecting a Business Combination

Sources of Target Businesses

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future.

If we do, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s fee is customarily tied to completion of a transaction;

in which case any such fee will be paid out of the funds held in the Trust Account.

In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction).

As of December 31, 2023, we could not ascertain how much time or cost would be involved in completing our initial business combination.

Any costs incurred with respect to identifying or evaluating a prospective target business with which we do not pursue an initial business combination will result in losses and will reduce the funds we can use to complete an initial business combination with another target.

We will not pay any finder’s or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Selection of a Target Business, Structuring of a Business Combination, and Fair Market Value of Target or Business

Nasdaq rules require the aggregate fair market value of our initial business combinations to be at least 80% of the value held in the Trust Account (excluding the fee payable to A.G.P.

upon an initial business combination as described in “Conflicts of Interest” and taxes payable on the interest earned on the Trust Account) at the time we sign a definitive agreement for our initial business combination, which was executed as of November 21, 2022, when the Trust Account held approximately $117.3 million (after accounting for fees payable to A.G.P.), as further described on the Registration Statement on Form S-4.

The fee previously due to A.G.P.

for services provided in connection with our IPO was replaced by a letter agreement dated November 7, 2022 that would result in the issuance of 250,000 shares to A.G.P of the company resulting from the Merger.

Our board of directors will make the determination as to the fair market value of our initial business combination.

If our board of directors is not able to determine independently the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria.

Nasdaq rules require any initial business combination to be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that our current shareholders will own shares of the resulting company, which will own or acquire between 50% and 100% of the equity interests or assets of the target business or businesses.

The resulting company is expected to not be required to register as an investment company under the Investment Company Act, or the Investment Company Act rules and regulations.

Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination transaction.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares, or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business.

Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal, and other information that will be made available to us.

There is intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or institutions), other blank check companies and other entities competing for the types of businesses we intend to acquire, including affiliates of our Sponsor.

Many of these individuals and entities are well established and have extensive experience in identifying and effecting acquisitions of companies operating in or providing services to various industries.

Many of these competitors possess greater technical, human, and other resources or more industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there are numerous target businesses we could potentially acquire with the net proceeds from the IPO and the sale of the Private Placement Units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources.

This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

The impact of the redemption described in the Explanatory Note at the top of this filing, particularly the resulting depletion of our Trust Account, may put us at a competitive disadvantage in successfully consummating our initial business combination.

If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire and become worthless.

See “ — If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.10 per share ” and other risk factors herein.

Management Operating and Investment Experience

For information about our management, see the section above under “Our Management Team.”

Emerging Growth Company Status and Other Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Some of these exemptions include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of:

(1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our IPO on January 14, 2022, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30;

and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

We currently have one executive officer.

This individual is not obligated to devote any specific number of hours to our matters, but he intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination.

The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process.

We do not intend to have any full-time employees prior to the consummation of our initial business combination.

Nasdaq Deficiencies

On February 6, 2024, the Company received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(4) (the “First Letter”).

The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq.

Under Nasdaq Listing Rules, the Company had 45 calendar days, or until March 22, 2024, to provide Nasdaq with a specific plan to achieve and sustain compliance with all Nasdaq listing requirements, including the time frame for completion of the plan.

On March 22, 2024, the Company submitted its compliance plan with Nasdaq in connection with the First Letter.

If Nasdaq does not accept the Company’s plan to achieve compliance, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

The Company is evaluating various courses of action to achieve compliance with the minimum publicly held shares continued listing standard.

On March 11, 2024, the Company received a letter from the Staff stating that due to the resignations of Stephen Christoffersen, William Lischak, Ade Okunabi, Robin Smith and Adam Stern, constituting the entire board of directors of the Company, effective December 27, 2023, which was previously reported in a current report on Form 8-K filed with the Securities and Exchange Commission on January 3, 2024, the Company no longer complies with Nasdaq’s Majority Independent Board rule, its Audit Committee Rule, or its Compensation Committee Rule as set forth in Listing Rule 5605(b)(1) (the “Second Letter”).

In accordance with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq will provide the Company a cure period in order to regain compliance as follows:

(i) until the earlier of the Company’s next annual stockholders’ meeting or December 28, 2024;

or (ii) if the Company’s next annual stockholders’ meeting is held before June 25, 2024, then the Company must evidence compliance no later than June 25, 2024 (the “Cure Period”).

If the Company fails to regain compliance within the Cure Period in connection with the Second Letter, the Nasdaq Listing Rules require the Staff to provide written notification to the Company that its securities will be delisted.

The Company is actively engaged in efforts to regain compliance with the requirements set forth in Nasdaq Listing Rule 5605 and plans to regain compliance within the Cure Period provided by Nasdaq.

Cycurion, Inc.

(collectively with its subsidiaries,

the “Company,” “Cycurion,” “we,” “us” or “our”) was originally incorporated

as KAE Holdings, Inc., under the laws of the State of Delaware in October 2017, with the purpose of acquiring and holding operating entities

in the cybersecurity industry.

On July 14, 2020, we changed our corporate name from KAE Holdings, Inc.

to Cyber Secure Solutions, Inc.,

and, on February 24, 2021, to Cycurion, Inc.

On February 14, 2025, the date of closing of our de-SPAC transaction, we merged into Western

Acquisition Ventures Corp.

and changed that company’s name to Cycurion, Inc.

We have one first-tier wholly-owned subsidiary, Cycurion

(formerly Cycurion, Inc., until February 14, 2025), and three indirectly wholly-owned second-tier subsidiaries:

(i) Axxum Technologies

LLC (“Axxum”), a Virginia limited liability company formed in December 2006, (ii) Cloudburst Security LLC (“Cloudburst”),

a Virginia limited liability company formed in January 2007, and (iii) Cycurion Innovation, Inc., a Delaware corporation formed in September

2021, in connection with our acquisition of assets from Sabres Security Ltd.

(“Sabres”), a leading Israeli-based cyber security

We provide innovative custom solutions for our clients

by adapting our superior knowledge base and government-level experience to create dynamic solutions to best serve our client’s

information technology (“IT”) and cybersecurity needs.

We assess, secure and advise your organization by leveraging our government

proven, cutting edge techniques, custom tools and extensively knowledgeable personnel to revolutionize the client’s cybersecurity

We are committed to surpassing expectations and delivering

incomparable value to our clients and partners.

We achieve this goal by providing Network Communications and Information Technology Security

services and solutions that are custom-tailored to your environment, as well as your level of need.

We are built on a foundation of experts

in Network Communications and Information Technology who possess unrivaled security expertise and experience.

We are committed to hiring

the most knowledgeable professionals in order to expand and reinforce our team of experts, leveraging world-class talent to improve and

expand upon our already vast understanding of this environment.

We pride ourselves on having the capability and resources to successfully

implement a management strategy that delivers the solutions you need to stay within budget and on schedule.

We deliver high-quality, cybersecurity solutions

to federal government civilian, defense and judicial agencies in addition to commercial clients across a variety of industries.

our operating subsidiaries and strategic partnerships, have numerous prime and subcontracts with key government agencies.

engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers.

our highly skilled workforce to access, secure and advise our clients to improve their cyber security posture.

Our ability to identify

and implement customized solutions is core to driving continued growth.

Consulting and Advisory Services

Our consulting services perform a detailed review

of our customers’ IT security to identify and address vulnerabilities.

Using advanced tools and research techniques, we enhance

our customers’ cybersecurity program to meet regulatory compliance, data confidentiality and privacy standards, and train our customers’

personnel accordingly.

Our advisory services supplement our consulting services

with a cost-effective alternative to a full-time chief information officer.

Our customers gain access to our pool of experienced chief

information officers, who are backed by our resources.

They deliver tailored advice and training to keep our customers’ organization

ahead in the ever-changing cybersecurity landscape.

Our consulting and advisory services include:

security control assessments;

(ii) security architecture and engineering;

(iii) risk management and compliance audits;

(iv) staff augmentation;

(v) cybersecurity awareness and training;

(vi) cloud security;

(vii) virtual CISO support;

and (viii) digital modernization.

Managed IT Services

Our managed IT services can optimize an organization’s

IT infrastructure, reduce costs and improve operational efficiency, and it offers comprehensive IT management and support for organizations

of all sizes.

Managed IT services is a services model in which

a managed service provider (“MSP”) remotely manages the day-to-day IT offerings for a client under a service level agreement

This includes remote monitoring and management of servers, disaster recovery, infrastructure as a service (“IaaS”),

platform as a service (“PaaS”), and software as a service (“SaaS”).

In short, managed IT services provides businesses

with IT support and maintenance on an ongoing basis.

IT services are typically provided on a break-fix

basis, meaning that the client only calls the provider when there is a problem with its IT infrastructure.

Managed IT services, on the

other hand, are provided on an ongoing basis under an SLA.

This means that the MSP is responsible for the day-to-day maintenance of the

client’s IT infrastructure and is always monitoring and managing the system to ensure it is running smoothly.

For example, a company that provides cloud services

to businesses would offer managed platform services, remote monitoring and management of servers and security services.

The MSP would

handle the day-to-day maintenance of the client’s IT infrastructure and offers disaster recovery services in the event of a data

breach or other catastrophe.

Our managed IT services include:

(i) project and

license management;

(ii) network infrastructure;

(iii) systems engineering and administration;

(iv) voice and data infrastructure engineering

and management;

(iv) application development;

(v) IT help desk support;

and (vi) staff augmentation.

Managed Security Services

We are a professional and trusted provider of managed

security services.

Our comprehensive security management solution is designed to help organizations protect their digital assets against

various cyber threats.

Our managed security services include 24/7 monitoring, threat detection, incident response and remediation.

Security Operations Center (SOC) as a service offers organizations with a team of security professionals dedicated to monitoring and

managing their security infrastructure.

Managed security services (“MSS”) are

a crucial component of a robust security program.

Managed security service providers (“MSSPs”) specialize in protecting businesses

from cyber threats and deliver a range of security services including, but not limited to, intrusion detection, vulnerability assessments

and network security services.

MSSPs offer organizations access to a dedicated team

of security professionals who use the latest security architectures and technologies to monitor their clients’ networks and systems,

identify potential threats and respond promptly to security incidents.

This is especially important for small to mid-sized businesses

that may not have the in-house resources to maintain a robust security posture on their own.

MSS plays a critical role in safeguarding businesses

from cyber threats in today’s digital landscape, making them an essential partner for organizations across industries.

with clients ranging from small businesses to large enterprises and are often partnered with internet service providers to provide comprehensive

security solutions.

Managed security services can also help organizations

meet compliance requirements and reduce the risk of data breaches, which can be costly in terms of lost data, damaged reputation, and

regulatory penalties.

Additionally, MSSPs can provide SaaS solutions, allowing businesses to access security tools and services on-demand

without having to invest in expensive hardware and software.

Our managed security services include:

detection and response;

(ii) external attack surface management;

(iii) threat hunting and threat intelligence;

(iv) end point detection

and response;

(v) firewall management;

(vi) threat and vulnerability management;

(vii) vulnerability and penetration testing;

24/7/365 security monitoring;

and (ix) digital forensic and incident response.

Our Industries

Enterprise Business

Enterprise level organizations face a litany of challenges

when curating and implementing a successful IT environment.

Challenges generally evolve from multiple points, such as finding experienced

and deeply knowledgeable IT staff that is prepared for all security eventualities, to creating a comprehensive, functional, and compliant

interface tends to create a high cost, knowledge deficient, and overwhelmed staff that often lacks in providing a positive ROI, and at

times a cost-prohibitive scenario.

As digitization of operations becomes a necessity

in the current environment, we plan to help our customers hire the right personnel and implement proper protocols in a time- and cost-efficient

We will take the responsibility from initial analysis to full spectrum implementation of our services, duly optimizing our customers’

organization and digital environment for the future.

We offer an evolutionary solution for this knowledge

gap by providing deeply knowledgeable experts and highly trained analysts directly to our customers’ organization as a service.

Our contract analysts provide more than just their individual expertise to solve specific challenges, but also will leverage Cycurion’s

entire repository of collective knowledge, techniques and methodologies to our customers’ organization, at a cost below that of

hiring an IT department, while providing highly efficient, multi-disciplined and deeply knowledgeable expert solutions to our customers.

Government entities face a number of compliance and

certification challenges.

With constantly changing legislation, meeting government mandate and expectations in the IT environment is

often a challenge.

We leverage our historical knowledge and extensive experience on the federal level to continue to fulfill all of IT

needs across the government organization.

Bad actors attack government agencies by targeted

cyber threats, personnel exploitation and creative manipulation to gain access to critical systems and infrastructure through unperceived

vulnerabilities.

Public platforms, such as social media, surface, deep and dark web, present substantial risks through knowledge gaps

in personnel training, presenting high risk and substantial possibility of security failure.

We have been defending and optimizing these

environments at the federal level for over a decade and, as a result, have created a robust and predictive methodology to defend and

optimize government organizational and security gaps in order to mitigate these threats and vulnerabilities before they are compromised.

We provide the knowledge, experience and analytical understanding of this environment to evolve our services to meet current and future

needs across the IT spectrum.

Our extensive knowledge and real-world experience

with government agencies allow us to understand the operational, security and overall IT needs and challenges that such agencies must

overcome to achieve their mandate.

We leverage our experience in this space allowing us to provide best-practice solutions throughout

the IT environment.

Small and Medium Businesses

We offer IT solutions for small and medium businesses

through different management plans by offering IT services and solutions with the same resources, concentrations and knowledge-based

analytical methodology that are used for our enterprise and government clients.

We provide roadmaps to successful integration, streamlining

the businesses’ operation for maximum effectiveness by developing comprehensive IT solutions to navigate the modern cyber environment.

We leverage our expertise and experience from our work in the federal environment, custom tailoring these solutions to your business,

no matter the size, while focusing on our customers’ business needs and budget.

We understand that healthcare organizations must

manage a vast array of rapidly evolving complexities.

Our company will lead healthcare organizations through the demands of HIPAA / HITECH

security and privacy compliance requirements.

We offer healthcare IT services to augment and refine an organization through auditing

and assessment of the organization, staff, applications, compliance, risk, vulnerability and infrastructure in order to improve the entity’s

ability to better serve the healthcare needs of the organization’s clients.

We understand the key drivers of the healthcare market,

and continually create focused, innovative and repeatable solutions.

We provide technology services to improve service delivery with

a focus on system integration, process reengineering, cloud/web / mobile development, solutions for coordinated community care and case

management applications.

We have extensive experience providing management consulting from strategic planning, IT assessment, project

management, application rationalization, enterprise architecture, organizational change management and training.

Higher Education

We offer cybersecurity services and solutions for

universities and high education and protect our customers’ systems, information and students from cyber threats and attacks.

end-to-end managed cybersecurity solutions include:

(i) IT and cybersecurity audit, consulting and advisory services;

(ii) Security Operation

Center (SOC) Network services;

(iii) virtual chief information security officers;

and (iv) cyber awareness and threat intelligence training

We have over 150 years of experience on our management team and have served over 275,000 students.

Cycurion ARx Platform

The Cycurion ARx platform is a turnkey web application

protection and managed security solution that combines the essential cybersecurity layers in a comprehensive, customizable platform.

This platform offers:

(i) Geo Gate Protection;

(ii) DDoS Protection;

(iii) WAF and API Protection;

(iv) Endpoint Protection;

Bot Hunter Protection.

Gate Protection .

This reverse proxy server makes geographic restrictions easy, thus reducing

unwanted traffic.

This distributed denial-of-service (“DDOC”) protection mitigates

the threat from malicious actors attempting to flood the entry point of an application.

and API Protection .

Web Application Firewall (“WAF”) protection inspects

requests in real-time and filters out harmful traffic, while application programing interfaces

(“API”) protection is a defense mechanism involving a two-step process of authenticating

the data sender and inspecting the data to ensure no malicious data injections have occurred.

This countermeasure ensures that devices follow compliance and security policies,

preventing intrusion from particular vectors.

Our proprietary algorithm provides detection and protection against non-human

This can prevent low-level threats like unwanted scraping, and high-level threats

like attempted system breaches.

Key Performance Indicators

Gross Profit ($)

Operating Income ($)

Net Income/(Loss) ($)

Number of Customers

Our Subsidiaries

Cycurion Sub, Inc.

Our operating subsidiaries are wholly owned by Cycurion

Sub., Inc., a Delaware corporation that, until the closing date of the de-SPAC, was known as “Cycurion, Inc.” We continue

to conduct our business through the three below-described entities, which are now indirectly wholly-owned second-tier subsidiaries by

virtue of the recent closing of the de-SPAC transaction.

Axxum Technologies LLC

Organized in the Commonwealth of Virginia on December

29, 2006, Axxum is a cybersecurity provider with successful assignments within the multiple sub-agencies of the Department of Homeland

We acquired Axxum in November 2017.

Following our acquisition, we continued Axxum’s core operations of providing contractor

services to its existing federal government customer base, while leveraging our existing processes and tools to expand its commercial

Axxum has the specialized skills and experience

to provide a strategy and tactics to help organizations defend against cyber-attacks and implement a secure network infrastructure.

team has extensive experience implementing cybersecurity solutions against internal and external threats to the health of our clients’

Axxum’s information security focus produces several key benefits:

Client Focus :

Axxum’s projects are overseen directly by its program managers, all

of whom have information security backgrounds and are fully authorized to promptly implement

client requirements throughout the performance life cycle.

● Streamlined

and Process Focused :

Axxum’s streamlined infrastructure leverages ISO quality standards

integrated with emerging and established technologies, allowing it to engineer innovative

solutions without building in excessive overhead.

● Outstanding

Axxum has a reputation of employing cybersecurity experts.

Cloudburst Security LLC

Organized in the Commonwealth of Virginia on January

12, 2007, Cloudburst specializes in providing a full spectrum of high-quality, innovative cybersecurity services to both government and

commercial organizations, such as banking and financial;

education and schools;

critical infrastructure and supervisory control

and data acquisition;

and manufacturing.

Cloudburst’s mission is to help our clients — of all sizes

and mission types — protect their integral data and information assets, so that they can focus on their core competencies.

We focus on providing tailored solutions that leverage

the industry’s best minds and technologies to predict, protect, detect, respond, and sustain our clients from the latest evolving

cyber threats.

We acquired Cloudburst in April 2019.

Cycurion Innovation, Inc.

Our Cycurion Security Platform’s line of products

allows our customers to improve their cyber posture with its Multi-Dimensional Protection (“MDP”) SaaS platform.

This platform

efficiently bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of

Bot Mitigation.

Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services

from malicious bot traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability

The costs of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data

breach, which millions of businesses experience each year.

Through this interaction of the WAF and Bot Mitigation, the MDP is able to

reinforce these layers of security and generate new security layers in real time in response to emerging threats.

This process is directed

by our Cycurion Security Platform’s proprietary, cloud-based artificial intelligence (“AI”) algorithm.

Crucially, the

AI underpinning the MDP platform is constantly evolving to counter new threats.

Through a crowdsourcing process, the cloud-based MDP

learns from every threat to any protected application and uses that newly acquired knowledge to protect all MDP clients better.

Our Subcontractor Relationship

SLG Innovation, Inc.

We are currently a subcontractor for several keystone

contracts held by SLG Innovation, Inc.

The SLG team has an average of over 25 years of experience in the development,

planning, implementation, and management of information systems.

SLG’s leadership team offers years of combined success in answering

the needs of government agencies and healthcare organizations across the country.

The SLG team has worked nationally, as it has served

over 25 Department of Health and Human Services agencies, all 50 state governments and over 250 local governments.

inception, it has primarily focused on customers in the middle of the country.

The team of professionals has successfully delivered Information

Technology, Project Management, and Subject Matter Services to key health and human service projects, including, but not limited to,

state Medicaid programs in Illinois, Indiana, Nebraska, and Tennessee, the Indiana Division of Aging, Illinois Early Intervention, University

of Illinois Division of Specialized Care for Children, the Multiple Myeloma Research Foundation, and many more.

We established a subcontractor — prime

contractor relationship with SLG in fall 2019, where we serviced several government agencies and commercial customers, State of New Mexico,

Cognizant, KPMG, and University of Illinois in support of SLG.

Our Acquisitions

SLG Acquisition Agreement

On April 25, 2023, Cycurion Sub executed a Term

Sheet with SLG (the “SLG Term Sheet”), pursuant to which SLG Innovation Inc., an Illinois corporation formed in January 2010

(“SLG”), agreed to be acquired by Cycurion Sub.

The Term Sheet contained all of the material terms and conditions of two

proposed interrelated transactions to be memorialized by an acquisition agreement (the “SLG Acquisition Agreement”).

To effectuate

the two transactions contemplated by the SLG Term Sheet, Cycurion Sub will form two subsidiaries, which, upon formation, will initially

be wholly owned by Cycurion Sub.

If, when, and as the transactions contemplated by the SLG Term Sheet are consummated, SLG would merge

with and into one of the subsidiaries and survive, thereby becoming a wholly-owned subsidiary of Cycurion Sub.

Because certain of the

agreements to which SLG is the prime contractor require that the majority owner of the prime contractor be a resident of the City of

Chicago or of Cook County (depending on the contract), contemporaneously with the consummation of the first of the two transactions,

(i) SLG will divest itself of those agreements with the residency requirements, (ii) the second newly formed subsidiary will assume those

agreements, (iii) Mr.

Ed Burns will become the owner of a 51% interest in that newly formed subsidiary, and (iv) we will enter into a

Management Agreement with that subsidiary (see below for a discussion of the SLG Management Agreement), the economic terms and management

/ control terms of which are intended to be the equivalent of complete ownership of the 49% owned subsidiary.

Ed Burns is currently

the 51% owner of SLG and a resident of the City of Chicago.

The SLG Term Sheet provides that, if, when, and as the transactions contemplated

thereby are consummated, the two current owners of SLG will be issued shares of our common stock.

SLG is fully bound by the terms and

provisions of the SLG Term Sheet and the related Management Agreement structure, although Cycurion Sub is permitted to terminate the

SLG Term Sheet and to abandon the transactions contemplated thereby any time for any reason or for no reason prior to April 11, 2025,

with no further obligations on Cycurion Sub’s part.

As of the date of this Annual Report, although we reserve the right to modify

the terms and provisions of the SLG Acquisition Agreement, we do not currently expect to terminate it and currently expect to close the

transactions contemplated during our current fiscal quarter.

Substantially all of the agreements to which SLG is a party have a provision

that provides the counterparty to such agreement with a right to approve an assignment or change in control of SLG prior to its effectiveness.

If an approval is not forthcoming, then the provisions of the SLG Acquisition Agreement permit us to excise that specific agreement.

Upon such occurrence, we reserve that right to reduce the consideration that we would otherwise tender to the equity owners of SLG.

As amended by the parties, initially effective

as of November 29, 2023, and subsequently effective as of April 29, 2024, August 16, 2024, and December 31, 2024, the SLG Term Sheet

expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) April 11, 2025, if the transactions contemplated

thereby have not closed by then, (iii) Cycurion Sub’s termination thereof, and (iv) the mutual termination by all of the parties

Notwithstanding anything to the contrary contained therein, Cycurion Sub may terminate its obligations under the SLG Term Sheet

and the transactions contemplated hereby for any reason or for no reason without any further obligations and without any liability at

any time through and including April 11, 2025.

The SLG Term Sheet, as amended, consensually superseded, as noted therein, Cycurion Sub’s

previous “unidirectional” agreement with SLG.

As of March 31, 2025, and in connection with the

economic outcome contemplated by the SLG Term Sheet, we entered into a Management Services Agreement (the “SLG Management Agreement”)

with SLG to ensure SLG’s continuing commercial viability, which, indirectly, assists the commercial viability of Cycurion Sub and

To validate and enhance the business relationship with SLG, the parties agreed that Cycurion Sub and we shall, even more formally

than historically, manage and control all of SLG’s operations from and after such date.

Accordingly, Cycurion and we shall provide

management, financing, administrative, and other services to SLG (as described in more detail on Schedule A of the SLG Management Agreement)

in exchange for the fees and/or other consideration set forth on Schedule B of the SLG Management Agreement.

The relationship, as so

memorialized, results in the relationship between the parties from and after such date (if not prior thereto) results in SLG being deemed

to be a “Variable Interest Entity” of Cycurion (as such relationship is defined by the Financial Accounting Standards Board),

which will result in SLG’s financial statements being consolidated with and into our financial statements.

Our entry into the SLG Management Agreement may accomplish substantially all of SLG’s

and our business objectives and may potentially minimize certain of the risks referenced in the section entitled “Risk Factors

– Risks Related to the SLG Assignment Agreement ”.

Accordingly, one or more of the parties to the SLG Term Sheet may

postpone the execution or delivery of the SLG Acquisition Agreement and the consummation of certain of the transactions specifically

contemplated thereby (as also set forth in the SLG Term Sheet), contingent, in part, on the potential agreements of the equity owners

Nevertheless, we currently believe that the current draft of the SLG Acquisition Agreement may be executed and delivered by the

parties thereto in the first half of our current fiscal year.

The foregoing brief summary description of certain

terms and provisions of (i) the SLG Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full

text of the SLG Term Sheet, a copy of which is attached to this Annual Report as Exhibit 10.12, (ii) the SLG Term Sheet Amendments, a

copy of each of which is attached to this Annual Report as Exhibit 10.12a, Exhibit 10.12b, Exhibit 10.12c, and Exhibit 10.12d, and (iii)

the SLG Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SLG

Term Sheet, a copy of which is attached to this Annual Report as Exhibit 10.12e.

Readers are encouraged to read those Exhibits in full

for a more comprehensive understanding of the transaction contemplated by the SLG Term Sheet.

RCR Acquisition Agreement

RCR Technology Corporation (“RCR”) performs

certain services for SLG in its role as an SLG subcontractor and, in that context, became a creditor of SLG.

In connection with the transactions

contemplated by the SLG Term Sheet, on April 25, 2023, Cycurion Sub and RCR also entered into a term sheet (the “RCR Term Sheet”)

for a distinct, but related transaction.

The RCR Term Sheet contemplates a transaction, pursuant to which RCR will sell to Cycurion all

of the accounts receivable of SLG in favor of RCR (but for those accounts that are less than 90 days old as of the date of consummation

of the contemplated transaction).

The consummation of the transactions contemplated by the RCR Term Sheet is contingent upon the consummation

of the transactions contemplated by the SLG Term Sheet.

Nevertheless, as a result of our entry into the SLG Management Agreement with

SLG, we still currently intend to consummate the transactions contemplated by the RCR Term Sheet in the first half of our current fiscal

The RCR Term Sheet provides that, if, when, and as the transactions contemplated thereby are consummated, RCR will be issued shares

of our common stock.

Further, as amended by the parties, initially effective

as of November 29, 2023, and subsequently effective as of April 29, 2024, August 16, 2024, and December 31, 2024, the RCR Term Sheet

expires on the soonest of (i) closing of the transactions contemplated thereby, (ii) April 11, 2025, if the transactions contemplated

thereby have not closed by then, (iii) Cycurion’s termination thereof, and (iv) the mutual termination by all of the parties thereto.

Notwithstanding anything to the contrary contained therein, Cycurion may terminate its obligations under the RCR Term Sheet and the transactions

contemplated hereby for any reason or for no reason without any further obligations and without any liability at any time through and

including April 11, 2025.

As of the date of this Annual Report, we do not currently expect to terminate the transactions contemplated

by the RCR Term Sheet, as amended, and currently expect to close the transactions in the first half of our current fiscal year.

The foregoing brief summary description of certain

terms and provisions of the RCR Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full

text of the RCR Term Sheet, a copy of which is attached to this Annual Report as Exhibit 10.13 and the full text of the RCR Term Sheet

Amendments, a copy of each of which are attached to this Annual Report as Exhibit 10.13a, 10.13b and 10.13c.

Readers are encouraged to

read those Exhibits in full for a more comprehensive understanding of the transaction contemplated by the RCR Term Sheet.

Acquisition of Technology

On August 17, 2021, we entered into an asset purchase

agreement to acquire certain technology assets of Sabres, a leading Israeli-based cyber security provider.

As part of the asset purchase

agreement, we acquired Multi-Dimensional Protection, Web Application Firewall and Bot Mitigation SaaS platforms, and their associated

intellectual property.

The transaction closed on September 30, 2021, and we have integrated the SaaS platforms into our existing services

Our Cycurion Security Platform’s (formerly

Sabres’) line of products allows our customers to improve their cyber posture with its MDP SaaS platform.

This platform efficiently

bundles and easily implements the external protection of a Web Application Firewall (WAF) and the internal protection of Bot Mitigation.

Bot Mitigation is the reduction of risk to applications, Application Program Interfaces (APIs), and backend services from malicious bot

traffic that fuels common automated attacks, such as Distributed Denial of Service (DDoS) campaigns and vulnerability probing.

of single-layer security can be measured in terms of money, time, and risk, as well as the damage wrought by a data breach, which millions

of businesses experience each year.

Through this interaction of the WAF and Bot Mitigation, the MDP is able to reinforce these layers

of security and generate new security layers in real time in response to emerging threats.

This process is directed by our Cycurion Security

Platform’s (formerly Sabres’) proprietary, cloud-based AI algorithm.

We do not have AI processing in the production version

of the software.

That version is in the testing and evaluation phase.

We expect to move the production in quarter three of 2024.

a crowdsourcing process, the cloud-based MDP learns from every threat to any protected application and uses that newly acquired knowledge

to protect all MDP clients better.

Our Cycurion Security Platform’s (formerly

Sabres’) line of products provides solutions for substantially all web application security needs.

These products provide solutions,

whether a client is in need of a web application firewall to comply with regulations and ensure it has a first line of defense against

the hazards that the internet can present or is in need of enterprise-level products that empower Security Operations Center (SOC) teams

and security management.

Our Cycurion Security Platform’s constantly survey a client’s data to detect security issues in

need of attention, send automatic updates, and provide the client with a complete database of rules and threats.

● Multi-Dimensional Protection (MDP)

● On-premises option

● Dual-Layered Defense (WAF/Bot Mitigation)

● Advanced Security Information and Event

Management (SIEM) dashboard

● Ongoing reporting and alerts

● No delays for the end-user

● Can connect to any existing WAF

● Easy installation on all platforms

● Exceptional penetration testing results

● No downtime for updating

● No hardware required

● Cloud-based

● Biometric WAF

We have integrated the technology assets that we

acquired from Sabres (which now constitutes our Cycurion Security Platform) into our Managed Security Services Practice.

We believe that

the platform will enhance our service offerings and assist with the expansion of our commercial business.

The Sabres platform will be

managed by our dedicated support team, and will provide real time reporting, response to security incidents, and will manage all data

privacy needs from a single SIEM SaaS platform dashboard.

Our Growth Strategy

Our objectives are to expand our market leadership

and management and to capture large market opportunities in cloud, AI and IT.

We intend to accomplish these objectives by:

to acquire to platforms .

We believe there is substantial opportunity to increase our

platforms and have experienced growth due to expanded product capabilities and investments.

We intend to continue to pursue new customers by adding capacity and leveraging our partnerships

in the domestic and international markets.

platform coverage with our customers.

We believe there is opportunity to develop and

expand our relationships with existing customers by targeting additional platforms and geographies,

pursuing platform expansions and expanding our coverage.

in new technology platforms .

We plan to continue to develop and broaden our exposure

and security solutions, including expanding our coverage, by entering into new contracts

focused on program management, cybersecurity, disaster recovery and business continuity.

For more information, please see “Item 1.

Business – Our Acquisitions.”

acquisition opportunities .

We intend to acquire other businesses, technology, AI platforms

and/or development personnel to enhance the functionality of our platforms.

For more information,

please see “Item 1.

Business – Our Acquisitions.”

The IT and cybersecurity solutions market is fragmented,

competitive and always evolving.

We compete with a range of established and emerging cybersecurity software and services vendors,

as well as organizations that choose to build their own solutions in-house.

With new technologies and market entrants, we expect the

competitive environment to remain intense going forward.

Our competitors include:

● vulnerability

management and assessment vendors;

● diversified

security software and services vendors;

security vendors with vulnerability assessment capabilities;

cloud vendors and other companies that offer solutions for cloud security;

of point solutions that compete with some of the features present in our solutions.

The key competitive factors in our markets include:

to prepare for, detect and mitigate cybersecurity threats;

to respond to customer needs quickly;

for products to facilitate customer needs;

cost and ease-of-use of our products;

awareness and reputation;

to attract and retain employees.

We believe that the principal competitive factors

affecting the market for cybersecurity solutions include product functionality, depth of platform offerings, flexibility of

delivery models, ease of deployment and use, integration capabilities such as open APIs and scalability, uptime and performance.

of our competitors are more established and have greater name recognition, longer operating histories, more established customer relationships,

larger marketing budgets and significantly greater resources than we do.

We have over 41 customers across a variety of industries,

including enterprise businesses, small and medium businesses, government agencies, healthcare and higher education.

Our customers include,

but are not limited to, AT&T, Smithsonian Museum, FEMA and Peraton.

During the years ended December 31, 2024 and 2023, purchases

from our ten largest end-customers accounted for approximately 93% and 88% of our total revenue, respectively.

We define backlog as contractually committed orders

to be invoiced under our existing agreements that are not included in deferred revenue on our consolidated balance sheets.

the amount of backlog to change from period to period due to the timing of billings for our solutions and professional services.

31, 2024 and 2023, we had committed backlog of $16 million and $15 million, respectively.

We expect the majority of the

backlog at December 31, 2024 to be invoiced within the following 12 months.

Government Regulation

Our business and operations are subject to extensive

federal and state governmental regulation and supervision.

The following is a brief summary of certain statutes and rules and regulations

that affect or may affect us.

This summary is not intended to be an exhaustive description of the statutes or regulations applicable

to our business.

In the ordinary course of our business, we process

personal information.

Accordingly, we are, or may become, subject to numerous data privacy and security obligations, including federal,

state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy and security.

Such obligations

may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act of 2018 as amended by the California

Privacy Rights Act of 2020, or, collectively, the CCPA, the Colorado Privacy Act, Virginia’s Consumer Data Protection Act, the

Connecticut Privacy Act, the Utah Consumer Privacy Act and similar U.S.

state comprehensive privacy laws, the European Union’s

General Data Protection Regulation 2016/679, or EU GDPR, the EU GDPR as it forms part of the United Kingdom law by virtue of section

3 of the European Union (Withdrawal) Act of 2018, or UK GDPR, and the ePrivacy Directive.

Human Capital

As of the date of this Annual Report, we have 46

full-time employees and 0 part-time employees.

None of our U.S.

employees are represented by a labor union or covered by a collective

bargaining agreement.

Our senior leadership team has extensive experience with business process management, and while we have grown through

a number of acquisitions, we have retained an experienced and cohesive leadership team.

Our key human capital objectives are to attract,

retain, engage, reward and develop our highly talented existing and future employees, while cultivating an inclusive workforce and culture

to achieve exceptional business results.

We are committed to fostering a community of talented individuals from all backgrounds and perspectives

by implementing the following.

● Compensation

and benefits.

We continually work to provide a competitive compensation and benefits

program as this plays a key role in our ability to attract and retain a highly skilled workforce.

In addition to salaries, these programs, which vary by country/region, include long-term

equity incentive awards with certain vesting requirements, deferred compensation plans (which

are offered to certain members of executive management), a 401(k) plan, healthcare and insurance

benefits, health savings and flexible spending accounts, paid time off, paid volunteer time

off, employee assistance program and tuition assistance.

safety and wellness.

The well-being of our employees is paramount to the continued success

of our business.

To this end, we are committed to each of our employees’ health, safety

and wellness.

We provide our employees with access to various health and wellness benefits

designed to enable them and their family members to have affordable access to health, dental

and vision insurance.

We invest significant resources to develop the talent needed to remain a

market-leading global supplier of broadband infrastructure.

We offer numerous training opportunities

on both technical and professional development topics.

and inclusion.

We believe that maintaining a diverse and inclusive workforce is important

to the success of our business.

We encourage an environment where individuality is embraced

regardless of age, gender, identity, race, sexual orientation, physical or mental ability,

ethnicity and perspective and where each employee is accepted.

Research and Development

Rapidly changing technologies, evolving industry

standards, changing customer requirements, supply constraints and continuing developments in communications service offerings characterize

the markets for our products.

Our on-going ability to adapt to these changes and to develop new and enhanced products that meet or anticipate

market demand is the main factor influencing our competitive position and our ability to grow.

We continue to invest substantial resources in research

and development to enhance our platform offerings by developing new features, functionality, and applications.

Our engineering expertise

combines extensive security product development experience with individuals who possess deep cloud and user interface design backgrounds.

Our team is staffed by cybersecurity, cloud and data

science experts who deliver exposure management intelligence, data science insights, alerts and security advisories.

Our team has developed

research tools to help improve efficiency and effectiveness in processes such as reverse engineering, code debugging, web app security

and visibility into cloud-based tools.

Intellectual Property

January 15, 2025, Cycurion issued a $50,000 promissory note to an unaffiliated investor for $50,000 in proceeds.

January 21, 2025, Cycurion issued a $75,000 promissory note to an unaffiliated investor for $75,000 in proceeds.

January 25, 2025, Cycurion issued a $50,000 promissory note to an unaffiliated investor for $50,000 in proceeds.

January 31, 2025, Cycurion issued a $125,000 promissory note to a related party for 125,000 in proceeds.

January 24, 2025, Western Acquisition Ventures Corp., a Delaware Corporation (“Western”), held the Special Meeting,

at which the Western stockholders considered and adopted, among other matters, a proposal to approve a business combination (“Business

Combination”) pursuant to the terms of that certain Agreement and Plan of Merger, dated April 26, 2024, as amended on December 31,

2024 and February 13, 2025 (the “Merger Agreement”), by and among Western, WAV Merger Sub, Inc., a Delaware corporation

and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion Sub, Inc., a Delaware corporation (“Cycurion

On February 14, 2025, the Business Combination closed,

and, as contemplated by the Merger Agreement, Merger Sub merged with and into Cycurion Sub with Cycurion Sub surviving the merger as

a wholly-owned subsidiary of Western.

In addition, in connection with the consummation of the Business Combination, Western Acquisition

Ventures Corp.

was renamed “Cycurion, Inc.”

On February 18, 2025, Cycurion’s common stock

began trading on The Nasdaq Global Market and warrants began trading on The Nasdaq Capital Market under the symbols “CYCU”

and “CYCUW”, respectively.

On February 19, 2025, Cycurion announced an agreement

with iQSTEL, a multinational innovator in telecommunications, FinTech, electric vehicles and AI-driven solutions.

On February 24, 2025, Cycurion announced an expansion

of its partnership with a major health association, bringing its MSSP to several thousand member organizations across the country.

On March 3, 2025, Cycurion announced the availability

of its ARx Platform targeted for the corporate sector.

On March 5, 2025, Cycurion announced the award of

three new multi-year contracts focused on program management, cybersecurity and disaster and business continuity.

These engagements are

secured with two government clients and one commercial client.

On March 6, 2025, Cycurion announced a nationwide

expansion of its strategic partnership with CentralSquare Technologies, LLC to deliver its IT services across the country.

On April 7, 2025, Cycurion entered into an equity

purchase agreement with Yield Point NY LLC whereby the Company has the right, but not the obligation, to direct the investor to purchase

up to $60,000,000.

On April 8, 2025, Cycurion announced an expanded

partnership with Journal Technologies.

Together, the companies have been awarded a $22 million multi-year contract to deliver a criminal

justice case management system to a state police agency.

On April 9, 2025, Cycurion increased the size of

its board of directors through the appointment of Irving Minnaker.

On April 9, 2025, Cycurion received written notice

received from the Listing Qualifications Department of Nasdaq stating that, for the prior 30 consecutive business days, the closing

bid price of our common stock had been below the minimum of $1.00 per share required for continued listing on The Nasdaq Capital Market

under Nasdaq Listing Rule 5550(a)(2).

The notification letter stated that we would be afforded 180 calendar days (until October

6, 2025) to regain compliance.

In order to regain compliance, the closing bid price of our common stock must be at least $1.00 for a

minimum of ten consecutive business days.

The notification letter also stated that, in the event that we do not regain compliance within

the initial 180-day period, we may be eligible for an additional 180-day period.

If we are not eligible for the additional 180-day period,

or if it appears to the Nasdaq staff that we will not be able to cure the deficiency, the Nasdaq Listing Qualifications Department will

provide notice after the end of the initial 180-day period that our securities will be subject to delisting.

Failure to regain compliance

within that 180-day period would result in the delisting of our securities from Nasdaq, although we would have the right to appeal such

a delisting to a Nasdaq hearings panel.

The Nasdaq notification has no effect at this time on the listing of our common stock.

On April 11, 2025, we received two letters from

the Nasdaq Listing Qualifications Department, each addressing a separate compliance deficiency of ours under the Nasdaq Listing Rules.

The first letter notified us of our deficiency with regard to Nasdaq Listing Rule 5450(b)(2)(A), which requires a company such as ours,

whose securities are listed on The Nasdaq Global Market under the “Market Value Standard”, to maintain a minimum Market Value

of Listed Securities (an “MVLS”) of $50,000,000.

The deficiency was caused by our MVLS having been below the minimum

level for the prior 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(C), we are entitled to a 180-day period, ending

on October 8, 2025, to rectify the deficiency.

In order to do so, we must achieve and maintain an MVLS of at least $50,000,000 or

more for a minimum of 10 consecutive business days.

Failure to regain compliance within that 180-day period would result in the delisting

of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel.

The Nasdaq notification

has no effect at this time on the listing of our common stock.

The second letter notified us of our deficiency

with regard to Nasdaq Listing Rule 5450(b)(2)(C), which requires a minimum Market Value of Publicly Held Shares (an “MVPHS”)

of $15,000,000 for continued listing on the Nasdaq Global Market under the “Market Value Standard”.

This deficiency was caused

by our MVPHS having been below the minimum level for the prior 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(D),

we have 180 calendar days, or until October 8, 2025, to regain compliance, which we can achieve if our MVPHS is at least $15,000,000

for a minimum of 10 consecutive business days.

Failure to regain compliance within that 180-day period would result in the delisting

of our securities from Nasdaq, although we would have the right to appeal such a delisting to a Nasdaq hearings panel.

The Nasdaq notification

has no effect at this time on the listing of our common stock.

For more information, please see “Note 19.

Subsequent Events.”

Corporate Information

Our principal executive office is located at 1640

Boro Place, Fourth Floor, McLean, Virginia 22102, and our telephone number is (703) 854-1652.

Our website address is www.cycurion.com.

Axxum’s website address is www.axxumtech.com.

Cloudburst’s website address is www.cloudburstsecurity.com.

The SEC maintains

an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically

with the SEC at www.sec.gov.

The information contained on the websites referenced in this Annual Report is not incorporated by reference

into this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business