Correspondence 0001104659-24-007915 from Cycurion, Inc. (CYCU)
Cycurion, Inc.
Date: Jan. 29, 2024 · CIK: 0001868419 · Accession: 0001104659-24-007915
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File numbers found in text: 333-269724
Referenced dates: November 29, 2023
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Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
January
29, 2024
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, NE
Washington, DC 20549
Re: Western Acquisition Ventures Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 2, 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 November 29, 2023 (the “November Staff
Letter”), related to the above-referenced Amendment No. 1 (“Amendment No. 1”), which
was filed on November 2, 2023, to the Company’s Registration Statement on Form S-4 (the “Form S-4”),
which was filed on February 13, 2023. In response to the comments in the November Staff Letter, the Company has further revised
the Form S-4, and the Company is filing via EDGAR a second amendment to the Form S-4 (“Amendment No. 2”)
together with this response letter.
Unless we note otherwise,
any references to prior comments of the Staff or responses of the Company are to comments or responses relating to the Staff’s
March 14, 2023 letter (the “March Staff Letter”).
The Company has reproduced
below in bold italics the Staff’s comments in the order in which they were set out in the November Staff Letter, numbered
correspondingly, and has provided the Company’s response immediately below each comment.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 2
Amendment No. 1 to Registration Statement on Form S-4
Basis of Pro Forma Presentation, page 42
1. We note the table on your cover page 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
stock units of Western to be issued at the Effective Time to such persons or entities (collectively,
the “Cycurion Legacy Stakeholders”). Please reconcile the Cycurion [Pre-Merger]
amounts in the table to your consolidated financial statements and the Cycurion [Post-Merger]
amounts in your table to your pro forma financial information.
Response:
The Company respectfully advises the Staff that the
disclosure has been reconciled within the Proforma Notes. The items on The Cycurion Legacy shareholders table that appeared three
times in the prior Amendment and three times in this Amendment No. 2 are a subset of the items in the consolidated financial pro
formas, which also include the existing and future WAVS stock in addition to the existing Cycurion stakeholders. Lock-up and
Leak-out disclosure, which was not included in the prior Amendment, but has been included in Amendment No. 2 (at pages 167 through
170 thereof), provides, in table format, a full reconciliation of all securities and stakes both at pre-merger time and at the
closing of the transaction.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Balance Sheet, page 50
2. We note that adjustment (C) reflects the reclassification of
Trust funds ($3.3 million) related to a Forward Purchase Agreement on 300,000 shares of WAV
common stock to restricted cash and permanent equity. Please provide us with an analysis
and explain how you determined that the Forward Purchase Agreement should be classified within
permanent equity in your unaudited pro forma condensed combined balance sheet.
Response:
The
Company respectfully advises the Staff that the Forward Purchase Agreement was terminated on January 22, 2024. Accordingly,
the Pro Forma Condensed Combined Financial Statements have been adjusted to reflect that termination.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 3
3. We note from your subsequent event disclosures on page F-88
that you issued preferred shares and warrants on August 1, 2023. Please explain how
these issuances are presented in your pro forma financial information. In addition, explain
how the promissory notes issued subsequent to June 30, 2023 are presented in your pro
forma financial information.
Response:
In
response to the Staff’s comment, the Company respectfully advises that Amendment No. 2 has been updated to include Cycurion’s
financial information as of September 30, 2023. Accordingly, the preferred shares and warrants issued on August 1, 2023
and promissory notes issued subsequent to June 30, 2023 are reflected in the historical financial statements for Cycurion used as
a basis for the pro forma financial statements.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Statement of Operations, page 51
4. We note that adjustment (AA) reflects amortization of debt discount
on debt issued as part of the bridge financing. Please explain why no amounts are presented
in connection with this adjustment in your Unaudited Pro Forma Condensed Combined Statements
of Operations.
Response:
In response to the Staff’s comment, the Company has
revised its disclosure on page 50 of Amendment No. 2.
5. We note that adjustment (D) reflects the settlement of approximately
$2,500,000 of WAV’s (or Cycurion’s) transaction costs as offering cost through
the issuance of 250,000 shares of common stock. Please explain how these transaction costs
are presented in your Unaudited Pro Forma Condensed Combined Statements of Operations.
Response:
In response to the Staff’s comment, the Company respectfully
advises the Staff that it has recorded $2,500,000 as operating expenses in the Unaudited Pro Forma Condensed Combined Statements of Operations.
The Company has revised its disclosure on page 50 of Amendment No.2 to further clarify.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 4
Risk Factors, page 62
6. It appears that underwriting fees remain constant and are not adjusted
based on redemptions. Revise your disclosure to disclose the effective underwriting fee on
a percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Response:
The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure on pages 11 and 68 of Amendment No. 2.
Cautionary Note Regarding Forward-Looking Statements, page 67
7. We are unable to locate disclosure responsive to prior comment 8
and reissue the comment. Please revise to include language acknowledging the legal uncertainty
of the availability of the safe harbor in the context of a SPAC business combination.
Response:
The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure on page 77 of Amendment No. 2.
Special Meeting of Western Stockholders
Abstentions and Broker Non-Votes, page 69
8. We were unable to locate disclosure responsive to prior comment 9
and reissue the comment. Please revise your disclosure to address the impact of a “Withhold”
vote for the Directors Proposal, as “Against” votes do not apply in the context
of a plurality voting standard.
Response:
The Company respectfully acknowledges the Staff’s
comment and has revised its disclosure on page 105 of Amendment No. 2.
Redemption Rights, page 71
9. Revise your disclosure to show the potential impact of redemptions
on the per share value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum, and interim
redemption levels.
Response:
The Company respectfully acknowledges
the Staff’s comment and has revised the disclosure on pages 59-60 of Amendment No. 2 to show the potential impact of
redemptions on the ownership of the Company following the Closing of the Business Combination and on the per share value of the shares
of common stock owned by non-redeeming stockholders by including a sensitivity analysis showing a range of redemption scenarios.
This disclosure also addresses the potential impact on ownership and per share value of potential future issuances of common stock of
the combined company after the date of the Business Combination.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 5
Proposal 1 - The Business Combination Proposal
Related Agreements, page 77
10. Please revise to include a description of the material terms of
the forward purchase agreement. Also, highlight material differences in the terms and price
of securities issued at the time of the IPO as compared to private placements contemplated
at the time of the business combination. Disclosure if the SPAC’s sponsors, directors,
officers or their affiliates will participate in the private placement.
Response:
The
Company respectfully acknowledges the Staff’s comment and advises the Staff that the forward purchase agreement was terminated
on January 22, 2024. The Company has revised its disclosure on pages 130-131 of Amendment No. 2 to reflect
this termination.
11. We note your disclosure regarding the Leak-Out Agreements, but we
were unable to locate expanded disclosure detailing the exceptions to the Lock-Up Agreements.
Accordingly, we reissue prior comment 11.
Response:
The
Company respectfully acknowledges the Staff’s comment and has revised its disclosure on pages 22 and
169 of Amendment No. 2 to properly disclose exceptions to the Lock-Up Agreements.
Management
Director Independence, page 111
12. Please clarify why you list Messrs. Hayes, Nicholson, Dennis
and Carson as independent directors when they do not appear to be members of your board of
directors. Please advise or revise.
Response:
The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure on page 123 of Amendment No. 2.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 6
Management’s Discussion and Analysis of Financial Condition
and Results of Operations of Cycurion
Our Business, page 121
13. We note your response to prior comment 13. With a view towards expanded
disclosure, please revise your disclosure on pages 121 and 131 to reflect the information
provided in your response.
Response:
In response to the Staff’s comment, the Company has
revised its disclosure on pages 133, 134, and 147 of Amendment No. 2.
Acquisition of Technology, page 126
14. We note your response to prior comment 14. Please revise your disclosure
to clarify that your proprietary AI software is in its “testing and evaluation phase”
and disclose any current and future development plans for your AI processing software.
Response:
In response to the Staff’s comment, the Company has
revised its disclosure on page 136 of Amendment No. 2.
Summary Compensation Table, page 128
15. We are unable to locate disclosure responsive to prior comment 18
and reissue the comment. Please describe the material terms of each named executive officer’s
employment agreement or arrangement, whether written or unwritten.
Response:
In response to the Staff’s comment, the Company has
revised its disclosure on pages 141-142 of Amendment No. 2.
U.S. Securities and Exchange Commission
Division of Corporation Finance
January 29, 2024
Page 7
Our Business, page 131
16. We note your response to prior comment 19. Please tell us whether
various metrics or key performance indicators are used by management to manage the business.
We refer you to Item 303(a) of Regulation S-K and Section III.B.1 of SEC Release
No. 33-8350.
Response:
In response to the Staff’s comment, the Company respectfully
advises the Staff that the Cycurion key performance indicators are: Gross Profit Margin, Average Number of Customers, Gross Labor Hours,
Operating Income and Net Income. The Company has revised its disclosure page 132 of Amendment No. 2 to further clarify.
Liquidity and Capital Resources, page 136
17. We note your response to prior comment 21. Please provide us with
and tell us how you considered disclosure of an aging analysis of accounts receivable as
of each balance sheet date to highlight any trends and uncertainties with respect to liquidity
and cash flows. We refer you to Section IV.B of SEC Interpretive Release 33-8350.
Response:
In response to the Staff’s comment, the Company respectfully
advises the Staff that the accounts receivable aging analysis provides insight into Cycurion’s customer base and the reliability
of its customer payments. Cycurion has acquired many subcontracting partners that have 90-day payment terms, which is a change from its
traditional Federal government customers that have 30-day payment terms. The Company has revised its disclosure on page 154
of Amendment No. 2 to further clarify.
Critical accounting policies and significant judgments and estimates,
page 138
18. We note your response to prior 22. Please revise your disclosures
to include a critical accounting policy to discuss the estimates and assumptions associated
with goodwill. Tell us how you considered the qualitative factors outlines in ASC 350-20-35-3C
when performing your goodwill impairment anal