SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001104659-23-116492 from Cycurion, Inc. (CYCU)

Cycurion, Inc.
Date: Nov. 13, 2023 · CIK: 0001868419 · Accession: 0001104659-23-116492

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-269724

Referenced dates: March 14, 2023

Date
November 8, 2023
Author
Not clearly detected
Form
CORRESP
Company
Cycurion, Inc.

Letter

WESTERN ACQUISITION VENTURES CORP.

42 Broadway, 12th Floor

New York, New York 10004

November 8, 2023

VIA: EDGAR

Morgan Youngwood, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Charli Gibbs-Tabler, Staff Attorney

Jeff Kauten, Staff Attorney

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Western Acquisition Ventures Corp.

Registration Statement on Form S-4

Filed February 13, 2023

File No. 333-269724

Ladies and Gentlemen:

On behalf of Western Acquisition Ventures Corp. (the “Company”), we are writing to respond to the comments set forth in the letter of the staff of the U.S. Securities and Exchange Commission (the “Staff”) dated March 14, 2023, related to the above-referenced Registration Statement on Form S-4 (the “Form S-4”), which was filed on February 13, 2023. In response to the comments in the Staff’s letter, the Company has revised the Form S-4, and the Company is filing via EDGAR an amendment to the Form S-4 (the “Form S-4 Amendment”) together with this response letter.

The Company has reproduced below in bold italics the Staff’s comments in the order in which they were set out in your letter, numbered correspondingly, and have provided the Company’s response immediately below each comment.

Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Information

Basis of Pro Forma Presentation, page 44

1. Please revise your disclosures in this section to clarify the number of shares that have been or will be redeemed and payments to redeeming stockholders assuming No Redemptions (Scenario 1) and assuming Maximum Redemptions (Scenario 2). In this respect, we note from your Transaction Accounting Adjustments that Scenario 1 reflects the redemption of 10,729,779 shares ($109,436,587) of WAV Common Stock and, Scenario 2 assumes the same facts, but also reflects the assumption that the maximum number of 470,221 shares of WAV Common Stock are redeemed for cash by WAV stockholders. In addition, revise your disclosures in this section to indicate that there was approximately $7.9 million in the Trust Account as of as of February 4, 2023. Further, consider revising the pro forma information to add a separate column to reflect the 2023 redemption of $109 million since that amount is no longer a part of the business combination decision. Alternatively, a footnote can be added to present this redemption in a condensed pro forma balance sheet format and the pro forma information presentation can start with pro forma GSD post redemption.

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 2

Response:

A subsequent event redemptions column has been added to adjust the WAVS financial statements for the known redemptions subsequent to June 30, 2023. A footnote has been added to address this as adjusted presentation.

The number of shares of WAVS common stock that remain in trust is 5,410. Those shares have been removed as part of the pro forma, as the assumption is that they will all be redeemed. Further the Scenario 2 assumptions have also been removed. All assumptions are now in one scenario.

2. Please revise to include the appropriate numerical references to your footnotes. As example, your disclosures should clarify whether “The Sellers(3)” in your table is referencing your footnote that states “Includes 1,419,870 warrants, 679,026 stock options, and 1,376,322 preferred stock.”

Response:

The numerical references have been corrected.

Note 3 – Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance

Sheet, page 52

3. Please provide the appropriate numerical references to your footnotes. We may have additional comments once you update your disclosures.

Response:

The numerical references have been corrected.

4. Your disclosures state “Scenario 2 assumes the same facts as described in Items A through F above, but also reflects the assumption that the maximum number of 70,221 shares of WAV Common Stock are redeemed for cash by WAV stockholders and the 300,000 shares subject to the Forward Purchase Agreement of WAV Common Stock remain outstanding.” Please revise your disclosures, if true, to indicate that Scenario 2 reflects the assumption that the maximum number of 470,221 shares of WAV Common Stock are redeemed for cash by WAV stockholders.

Response:

Only one scenario, including full redemptions, is now presented.

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 3

5. Your adjustment states “Reflects the settlement of approximately $3,000,000 of WAV’s (or Cycurion’s) transaction costs through the issuance of 281,175 shares of common stock and cash payments of $711,062, related to the Business Combination.” Please revise your disclosures to clarify the nature of your transaction costs. Explain whether the amended fee arrangement with A.G.P whereby it will be paid 250,000 shares of common stock is included in this adjustment.

Response:

The disclosure has been updated to show (i) the issuance of the 250,000 shares of common stock to A.G.P. as a reduction of equity as it is a cost of the offering and (ii) the issuance of 78,803 shares of common stock to BakerHostetler for settlement of accrued legal fees of $788,030.

6. We note your adjustments to reflect the bridge financing debt converted to 1,636,533 shares of preferred stock, resulting from the Business Combination; the preferred stock exchangeable for the equivalent of 1,376,322 shares of common stock and; the proceeds from the Merger Financing (PIPE), including equity financing of 892,570 shares of WAV Preferred Stock. Please describe the rights, preferences, and privileges of your newly issued Preferred Stock. Provide us with an analysis and explain how you determined that the preferred stock should be classified with permanent equity in your unaudited pro forma condensed combined balance sheet.

Response:

The rights, privileges, preferences, and restrictions of each of the series of Preferred Stock to be issued at the closing of the transaction (i.e., Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock) are noted hereinbelow and the basis for determination that each should be accounted as permanent equity is as follows:

Series A Convertible Preferred Stock

Attributes of Series A:

1. Fixed dividend of 12% per annum – more akin to debt;

2. Voting rights – more akin to equity;

3. Liquidation preference – more akin to debt;

4. Convertible at option of stockholder – more akin to equity;

5. Participation in surplus, pari passu with common stock – more akin to equity;

6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock; and

7. Redemption –not mandatory.

Analysis of the Attributes of Series A:

A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 4

B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number of shares;

C. Embedded feature of conversion;

D. Host instrument is more akin to equity;

E. There is a conversion feature; and

F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common stock).

Conclusion as to Series A:

Series A should be classified as equity for the following reasons:

For SEC registrants, ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section, if it meets any of the following conditions:

· It is redeemable at a fixed or determinable price on a fixed or determinable date;

· It is redeemable at the option of the shareholder; or

· It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity.

The Series A Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly, Series A is not temporary equity.

Series B Convertible Preferred Stock

Attributes of Series B:

1. No Fixed dividend – more akin to equity;

2. Voting rights – more akin to equity;

3. Liquidation preference – more akin to debt;

4. Convertible at option of stockholder – more akin to equity;

5. Participation in surplus, pari passu with common stock – more akin to equity;

6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock; and

7. Redemption –not mandatory.

Analysis of the Attributes of Series B:

A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 5

B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number of shares;

C. Embedded feature of conversion;

D. Host instrument is more akin to equity;

E. There is a conversion feature; and

F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common stock).

Conclusion as to Series B:

Series B should be classified as equity for the following reasons:

For SEC registrants, ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section, if it meets any of the following conditions:

· It is redeemable at a fixed or determinable price on a fixed or determinable date;

· It is redeemable at the option of the shareholder; or

· It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity.

The Series B Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly, Series B is not temporary equity.

Series C Convertible Preferred Stock

Attributes of Series C:

1. Fixed dividend of 12% per annum – more akin to debt;

2. Voting rights – more akin to equity;

3. Liquidation preference – more akin to debt;

4. Convertible at option of stockholder – more akin to equity;

5. Participation in surplus, pari passu with common stock – more akin to equity;

6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock; and

7. Redemption –not mandatory.

Analysis of the Attributes of Series C:

A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 6

B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number of shares;

C. Embedded feature of conversion;

D. Host instrument is more akin to equity;

E. There is a conversion feature; and

F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common stock).

Conclusion as to Series C:

Series C should be classified as equity for the following reasons:

For SEC registrants, ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section, if it meets any of the following conditions:

· It is redeemable at a fixed or determinable price on a fixed or determinable date;

· It is redeemable at the option of the shareholder; or

· It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity.

The Series C Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly, Series C is not temporary equity.

Series D Convertible Preferred Stock

Attributes of Series D:

1. No Fixed dividend – more akin to equity;

2. Voting rights – more akin to equity;

3. Liquidation preference – more akin to debt;

4. Convertible at option of stockholder – more akin to equity;

5. Participation in surplus, pari passu with common stock – more akin to equity;

6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock; and

7. Redemption –not mandatory.

Analysis of the Attributes of Series D:

A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 7

B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number of shares;

C. Embedded feature of conversion;

D. Host instrument is more akin to equity;

E. There is a conversion feature; and

F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common stock).

Conclusion as to Series D:

Series D should be classified as equity for the following reasons:

For SEC registrants, ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section, if it meets any of the following conditions:

· It is redeemable at a fixed or determinable price on a fixed or determinable date;

· It is redeemable at the option of the shareholder; or

· It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity.

The Series D Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly, Series D is not temporary equity.

7. We note your adjustment that reflects the elimination of the historical accumulated deficit of WAV, the accounting acquiree, into Cycurion’s additional paid-in capital upon the consummation of the Business Combination. Please revise your disclosures to also indicate that this adjustment reflects the elimination of 100% of the issued and outstanding common stock held by Cycurion’s shareholders. Alternatively, tell us your consideration of combining adjustments B and E since the debits and credits in each individual adjustment do not appear to reconcile, but appear to reconcile when combined with each other.

Response:

This comment has been addressed. The two prior footnote disclosures (B and E) have been combined into new footnote E.

U.S. Securities and Exchange Commission

Division of C

Show Raw Text
CORRESP
1
filename1.htm

WESTERN ACQUISITION VENTURES CORP.

 42 Broadway, 12th Floor

New York, New
York 10004

November 8, 2023

VIA: EDGAR

Morgan Youngwood, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Charli Gibbs-Tabler, Staff Attorney

Jeff Kauten, Staff Attorney

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Western Acquisition Ventures Corp.

Registration Statement on Form S-4

Filed February
13, 2023

File No. 333-269724

Ladies and Gentlemen:

On behalf of Western Acquisition Ventures Corp.
(the “Company”), we are writing to respond to the comments set forth in the letter of the staff of the U.S.
Securities and Exchange Commission (the “Staff”) dated March 14, 2023, related to the above-referenced Registration
Statement on Form S-4 (the “Form S-4”), which was filed on February 13, 2023. In response to the comments in
the Staff’s letter, the Company has revised the Form S-4, and the Company is filing via EDGAR an amendment to the Form S-4 (the
“Form S-4 Amendment”) together with this response letter.

The Company has reproduced below in bold italics
the Staff’s comments in the order in which they were set out in your letter, numbered correspondingly, and have provided the Company’s
response immediately below each comment.

Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial
Information

Basis of Pro Forma Presentation, page 44

 1. Please revise your disclosures in this section to clarify the number of shares that have been
                                                                 or will be redeemed and payments to redeeming stockholders assuming No Redemptions (Scenario 1) and assuming Maximum Redemptions
                                                                 (Scenario 2). In this respect, we note from your Transaction Accounting Adjustments that Scenario 1 reflects the redemption of
                                                                 10,729,779 shares ($109,436,587) of WAV Common Stock and, Scenario 2 assumes the same facts, but also reflects the assumption that
                                                                 the maximum number of 470,221 shares of WAV Common Stock are redeemed for cash by WAV stockholders. In addition, revise your
                                                                 disclosures in this section to indicate that there was approximately $7.9 million in the Trust Account as of as of February 4, 2023.
                                                                 Further, consider revising the pro forma information to add a separate column to reflect the 2023 redemption of $109 million since
                                                                 that amount is no longer a part of the business combination decision. Alternatively,
a footnote can be added to present this redemption in a condensed pro forma balance sheet format and the pro forma information presentation
can start with pro forma GSD post redemption.

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 2

Response:

A subsequent event redemptions column
has been added to adjust the WAVS financial statements for the known redemptions subsequent to June 30, 2023. A footnote has been added
to address this as adjusted presentation.

The number of shares of WAVS common
stock that remain in trust is 5,410. Those shares have been removed as part of the pro forma, as the assumption is that they will all
be redeemed. Further the Scenario 2 assumptions have also been removed. All assumptions are now in one scenario.

 2. Please revise to include the appropriate numerical references to your footnotes. As example, your
disclosures should clarify whether “The Sellers(3)” in your table is referencing your footnote that states “Includes
1,419,870 warrants, 679,026 stock options, and 1,376,322 preferred stock.”

Response:

The numerical references
have been corrected.

Note 3 – Adjustments to Unaudited
Pro Forma Condensed Combined Financial Information

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance

Sheet, page 52

 3. Please provide the appropriate numerical references to your footnotes. We may have additional comments
once you update your disclosures.

Response:

The numerical references
have been corrected.

 4. Your disclosures state “Scenario 2 assumes the same facts as described in Items A through
F above, but also reflects the assumption that the maximum number of 70,221 shares of WAV Common Stock are redeemed for cash by WAV stockholders
and the 300,000 shares subject to the Forward Purchase Agreement of WAV Common Stock remain outstanding.” Please revise your disclosures,
if true, to indicate that Scenario 2 reflects the assumption that the maximum number of 470,221 shares of WAV Common Stock are redeemed
for cash by WAV stockholders.

Response:

Only one scenario,
including full redemptions, is now presented.

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 3

 5. Your adjustment states “Reflects
                                            the settlement of approximately $3,000,000 of WAV’s (or Cycurion’s) transaction
                                            costs through the issuance of 281,175 shares of common stock and cash payments of $711,062,
                                            related to the Business Combination.” Please revise your disclosures to clarify the
                                            nature of your transaction costs. Explain whether the amended fee arrangement with A.G.P
                                            whereby it will be paid 250,000 shares of common stock is included in this adjustment.

Response:

The disclosure has
been updated to show (i) the issuance of the 250,000 shares of common stock to A.G.P. as a reduction of equity as it is a cost of the
offering and (ii) the issuance of 78,803 shares of common stock to BakerHostetler for settlement of accrued legal fees of $788,030.

 6. We note your adjustments to reflect the bridge financing debt converted to 1,636,533 shares of preferred
stock, resulting from the Business Combination; the preferred stock exchangeable for the equivalent of 1,376,322 shares of common stock
and; the proceeds from the Merger Financing (PIPE), including equity financing of 892,570 shares of WAV Preferred Stock. Please describe
the rights, preferences, and privileges of your newly issued Preferred Stock. Provide us with an analysis and explain how you determined
that the preferred stock should be classified with permanent equity in your unaudited pro forma condensed combined balance sheet.

 Response:

The rights, privileges, preferences,
and restrictions of each of the series of Preferred Stock to be issued at the closing of the transaction (i.e., Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock)
are noted hereinbelow and the basis for determination that each should be accounted as permanent equity is as follows:

Series A
Convertible Preferred Stock

Attributes
of Series A:

 1. Fixed dividend of 12% per annum – more akin to debt;

 2. Voting rights – more akin to equity;

 3. Liquidation preference – more akin to debt;

 4. Convertible at option of stockholder – more akin to equity;

 5. Participation in surplus, pari passu with common stock – more akin to equity;

 6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock;
and

 7. Redemption –not mandatory.

Analysis
of the Attributes of Series A:

 A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 4

 B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number
of shares;

 C. Embedded feature of conversion;

 D. Host instrument is more akin to equity;

 E. There is a conversion feature; and

 F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common
stock).

Conclusion
as to Series A:

Series A should
be classified as equity for the following reasons:

For SEC registrants,
ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section,
if it meets any of the following conditions:

 · It is redeemable at a fixed or determinable price on a fixed or determinable date;

 · It is redeemable at the option of the shareholder; or

 · It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified
securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the
issuer to redeem the security must be classified as temporary equity.

The Series
A Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly,
Series A is not temporary equity.

Series B Convertible Preferred
Stock

Attributes of Series
B:

 1. No Fixed dividend – more akin to equity;

 2. Voting rights – more akin to equity;

 3. Liquidation preference – more akin to debt;

 4. Convertible at option of stockholder – more akin to equity;

 5. Participation in surplus, pari passu with common stock – more akin to equity;

 6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock;
and

 7. Redemption –not mandatory.

Analysis
of the Attributes of Series B:

 A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 5

 B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number
of shares;

 C. Embedded feature of conversion;

 D. Host instrument is more akin to equity;

 E. There is a conversion feature; and

 F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common
stock).

Conclusion
as to Series B:

Series B should be classified as
equity for the following reasons:

For SEC registrants,
ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section,
if it meets any of the following conditions:

 · It is redeemable at a fixed or determinable price on a fixed or determinable date;

 · It is redeemable at the option of the shareholder; or

 · It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified
securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the
issuer to redeem the security must be classified as temporary equity.

The Series
B Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly,
Series B is not temporary equity.

Series C Convertible Preferred
Stock

Attributes
of Series C:

 1. Fixed dividend of 12% per annum – more akin to debt;

 2. Voting rights – more akin to equity;

 3. Liquidation preference – more akin to debt;

 4. Convertible at option of stockholder – more akin to equity;

 5. Participation in surplus, pari passu with common stock – more akin to equity;

 6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock;
and

 7. Redemption –not mandatory.

Analysis
of the Attributes of Series C:

 A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 6

 B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number
of shares;

 C. Embedded feature of conversion;

 D. Host instrument is more akin to equity;

 E. There is a conversion feature; and

 F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common
stock).

Conclusion
as to Series C:

Series C should
be classified as equity for the following reasons:

For SEC registrants,
ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section,
if it meets any of the following conditions:

 · It is redeemable at a fixed or determinable price on a fixed or determinable date;

 · It is redeemable at the option of the shareholder; or

 · It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified
securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the
issuer to redeem the security must be classified as temporary equity.

The Series
C Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly,
Series C is not temporary equity.

Series D Convertible Preferred
Stock

Attributes of Series
D:

 1. No Fixed dividend – more akin to equity;

 2. Voting rights – more akin to equity;

 3. Liquidation preference – more akin to debt;

 4. Convertible at option of stockholder – more akin to equity;

 5. Participation in surplus, pari passu with common stock – more akin to equity;

 6. Reservation of shares for conversion, from authorized, but unissued and unreserved shares of common stock;
and

 7. Redemption –not mandatory.

Analysis
of the Attributes of Series D:

 A. Not mandatorily redeemable;

U.S. Securities and Exchange Commission

Division of Corporation Finance

November 8, 2023

Page 7

 B. No unconditional obligation on the issuer to settle a pre-determined monetary value in a variable number
of shares;

 C. Embedded feature of conversion;

 D. Host instrument is more akin to equity;

 E. There is a conversion feature; and

 F. Feature clearly related to equity since value is derived from the underlying equity (i.e., common
stock).

Conclusion
as to Series D:

Series D should be classified as
equity for the following reasons:

For SEC registrants,
ASC 480-10-S99 requires preferred stock redeemable for cash or other assets to be classified in the mezzanine or temporary equity section,
if it meets any of the following conditions:

 · It is redeemable at a fixed or determinable price on a fixed or determinable date;

 · It is redeemable at the option of the shareholder; or

 · It is redeemable upon the occurrence of an event that is not solely within the control of the issuer.

Equity-classified
securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the
issuer to redeem the security must be classified as temporary equity.

The Series
D Certificate of Designation does not have any provision regarding redemption of shares of that series of preferred stock.

Accordingly,
Series D is not temporary equity.

 7. We note your adjustment that reflects the elimination of the historical accumulated deficit of WAV,
the accounting acquiree, into Cycurion’s additional paid-in capital upon the consummation of the Business Combination. Please revise
your disclosures to also indicate that this adjustment reflects the elimination of 100% of the issued and outstanding common stock held
by Cycurion’s shareholders. Alternatively, tell us your consideration of combining adjustments B and E since the debits and credits
in each individual adjustment do not appear to reconcile, but appear to reconcile when combined with each other.

Response:

This comment has been addressed. The
two prior footnote disclosures (B and E) have been combined into new footnote E.

U.S. Securities and Exchange Commission

Division of C