Western Acquisition Ventures Corp美股招股说明书(2025-01-10版)

WESTERN ACQUISITION VENTURES CORP.42 Broadway, 12th FloorNew York, NY 10004 To the Stockholders of Western Acquisition Ventures Corp.: As we previously announced, Western Acquisition Ventures Corp. (“Western”), Western Acquisition Merger Inc., aDelaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion, Inc., a Delawarecorporation (“Cycurion”) entered into that certain Agreement and Plan of Merger, dated as of November 21, 2022,subsequently amended and restated on April 26, 2024 (as it may be further amended and/or restated from time to time, the“Business Combination Agreement”), pursuant to which Merger Sub will merge with and into Cycurion with Cycurionsurviving the merger as a wholly-owned subsidiary of Western (the transactions contemplated by the Business CombinationAgreement, the “Business Combination”). In addition, in connection with the consummation of the Business Combination,Western will be renamed “Cycurion, Inc.” (“New Cycurion”). The Business Combination Agreement provides that Western has agreed to acquire all of the outstanding equityinterests of Cycurion for an aggregate of 15,000,000 shares of Western common stock, par value $0.0001 per share (the“Merger Consideration Shares”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effectivetime of the merger (the “Effective Time”), all equity and certain debt securities and certain warrants, options, and restrictedstock units of Cycurion that are outstanding immediately prior to the Effective Time shall be cancelled and many of whichshall then be exchanged for the right to receive the equity securities and warrants, options, and restricted stock units ofWestern. The following table sets forth, in gross, the pre-Effective Time equity and debt securities and warrants, options,and restricted stock units of Cycurion to be cancelled and the equity securities and warrants, options, and restricted stockunits of Western to be issued at the Effective Time to such persons or entities (collectively, the “Cycurion LegacyStakeholders”).Cycurion (1)Cycurion Pre-Merger Common Share stockholders receive 6,543,073 Post-Merger Common Shares(2)Cycurion Pre-Merger Series A Convertible Preferred stockholders receive Post-Merger Series A Convertible PreferredShares equivalent to 4,533,561 Post-Merger Common Shares(3)Cycurion Pre-Merger Series A Warrant holders receive Post-Merger Series A Warrants equivalent to 680,875 Post-Merger Common Shares(4)Cycurion Pre-Merger Common Share and Warrant holders receive Post-Merger Series C Convertible Preferred Sharesequivalent to 2,972,320 Post-Merger Common Shares(5)Cycurion Pre-Merger Warrant holders receive Post-Merger Warrants equivalent to 270,171 Post-Merger CommonSharesThe grouping of securities within notes 1-5 total the 15,000,000 shares represented in the Business CombinationAgreement to acquire the outstanding equity interest of Cycurion.(6)Cycurion Pre-Merger Series B Convertible Preferred stockholders receive Post-Merger Series B Convertible PreferredShares equivalent to 6,000,000 Post-Merger Common Shares(7)Cycurion Pre-Merger Series B Convertible Preferred Warrant holders receive Post-Merger Series B ConvertiblePreferred Warrants equivalent to 6,000,000 Post-Merger Common Shares (8)Cycurion Pre-Merger holders of $3,333,333.33 of Convertible Debt, Warrants, and Common Shares receive Post-Merger Series D Convertible Preferred Shares, equivalent to 6,666,667 Post-Merger Common Shares, Post-MergerWarrants equivalent to 7,272,728 Post- Merger Common Shares and 472,813 Post-Merger Common Shares The grouping of securities within notes 6-8 total the 26,412,208 Post-Merger Common Share equivalents attributableto the Series B Preferred Stock and Series D Preferred Stock and related warrants. In connection with the execution of the Business Combination Agreement, the Sponsor and Western’s directors andofficers (the “Insiders”) entered into a support agreement (the “Sponsor Support Agreement”) with Western and Cycurion,pursuant to which the Sponsor and the Insiders agreed, among other things, to vote all Covered Shares (as defined in theSponsor Support Agreement), in favor of the Business Combination, against a business combination not relating to theBusiness Combination, against any change in the business, management and Western board of directors, other than inconnection with the Business Combination and against any adjournment proposal, except as permitted pursuant to theSponsor Support Agreement. In addition, Western, the Sponsor, and the Insiders agreed that the Lock-Up Securities (asdefined in the Sponsor Support Agreement) shall not be transferred for 12 months following the Closing Date. As of thedate hereof the Sponsor, A.G.P. and Insiders own 90.8% of Western’s issued and outstanding shares of Common Stock. In addition, also in connection with the execution of the Business Combination Agreement, Cycurion’s officers,dire