Correspondence 0001104659-24-127282 from Cycurion, Inc. (CYCU)
Cycurion, Inc.
Date: Dec. 10, 2024 · CIK: 0001868419 · Accession: 0001104659-24-127282
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41214
Letter
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
December 10, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, DC 20549
Re: Western Acquisition Ventures Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 4, 2024
File No. 001-41214
Ladies and Gentlemen:
Western Acquisition Ventures Corp. (the “Company”) is 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 December 10, 2024 (the “Staff Letter”), related to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed on December 4, 2024. In response to the comments in the Staff Letter, the Company provides this response letter.
The Company has reproduced below in bold italics the Staffs comments in the order in which they were set out in the Staff Letter, numbered correspondingly, and has provided the Company’s response immediately below each comment.
Also filed today via EDGAR is the first amended preliminary proxy statement (the “Amendment”) reflecting the changes indicated in the response set forth below.
Preliminary Proxy Statement on Schedule 14A
Proposal 1: The Charter Amendment Proposal, page 18
1. 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 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.”
Response:
The Company acknowledges the Staff’s comment and has included a risk factor on pages 23-24 of the Amendment.
If you have any questions or require additional information, please do not hesitate to contact the undersigned at 310-740-0710 or counsel to the Company, Seward & Kissel LLP, at (212) 574-1200.
Sincerely,
WESTERN ACQUSITION VENTURES CORP.
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Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
December 10, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, DC 20549
Re:
Western Acquisition Ventures Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 4, 2024
File No. 001-41214
Ladies and Gentlemen:
Western Acquisition Ventures Corp. (the “Company”)
is 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 December 10, 2024 (the “Staff Letter”), related to the above-referenced Preliminary Proxy Statement on
Schedule 14A (the “Proxy Statement”), which was filed on December 4, 2024. In response to the comments in the
Staff Letter, the Company provides this response letter.
The Company has reproduced below in bold italics
the Staffs comments in the order in which they were set out in the Staff Letter, numbered correspondingly, and has provided the Company’s
response immediately below each comment.
Also filed today via EDGAR is the first amended
preliminary proxy statement (the “Amendment”) reflecting the changes indicated in the response set forth below.
Preliminary Proxy Statement on
Schedule 14A
Proposal 1: The Charter Amendment
Proposal, page 18
1. 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 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.”
Response:
The Company acknowledges the Staff’s comment and has included
a risk factor on pages 23-24 of the Amendment.
If you have any questions or require additional information, please
do not hesitate to contact the undersigned at 310-740-0710 or counsel to the Company, Seward & Kissel LLP, at (212) 574-1200.
Sincerely,
WESTERN ACQUSITION VENTURES CORP.
By:
/s/ James Patrick McCormick
Name:
James Patrick McCormick
Title:
Chief Executive Officer
CC:
Keith J. Billotti