SEC Comment Letter 0000000000-24-013614 to Cycurion, Inc. (CYCU)
Cycurion, Inc.
Date: Dec. 10, 2024 · CIK: 0001868419 · Accession: 0000000000-24-013614
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41214
Letter
December 10, 2024 James McCormick Chief Executive Officer Western Acquisition Ventures Corp. 42 Broadway, 12th Floor New York, NY 10004 Re:Western Acquisition Ventures Corp. Preliminary Proxy Statement on Schedule 14A Filed December 4, 2024 File No. 001-41214 Dear James McCormick: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Proposal 1: The Charter Amendment Proposal, page 18 We note that you are seeking to extend your termination date to April 11, 2025, a date which is 39 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on January 11, 2025. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an 1.
December 10, 2024 Page 2 exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc:Keith J. Billotti
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December 10, 2024
James McCormick
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 4, 2024
File No. 001-41214
Dear James McCormick:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 1: The Charter Amendment Proposal, page 18
We note that you are seeking to extend your termination date to April 11, 2025, a date
which is 39 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
January 11, 2025. Please disclose the risks of non-compliance with this rule, including
that under the new framework, Nasdaq may only reverse the determination if it finds
it made a factual error applying the applicable rule. In addition, please also disclose
the consequences of any such suspension or delisting, including that your stock may
be determined to be a penny stock and the consequences of that designation, that you
may no longer be attractive as a merger partner if you are no longer listed on an 1.
December 10, 2024
Page 2
exchange, any potential impact on your ability to complete an initial business
combination, any impact on the market for your securities including demand and
overall liquidity for your securities, and any impact on securities holders due to your
securities no longer being considered “covered securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Jeff Kauten at 202-551-3447 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Keith J. Billotti