SecProbe.io

CORRESP
 1
 filename1.htm

 CYCURION, INC.
 1640 Boro Place, Suite 420C
 McLean, VA 22102
 December 30, 2025
 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street N.E.
 Washington, D.C. 20549

 Re:

 Cycurion, Inc.

 Registration Statement on Form S-1

 Filed December 22, 2025

 File No. 333-292371

 Ladies and Gentlemen:

 Cycurion, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1, filed with
 the U.S. Securities and Exchange Commission (the “Commission”) on December 22, 2025 (File No. 333-292371), be accelerated so that it will be made effective at 4:00 p.m. Eastern Time on Friday, January 2, 2026, or as soon thereafter as
 practicable, or at such other time as the Company or its outside counsel, Seward & Kissel LLP, request by telephone that such Registration Statement be declared effective, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the
 “Act”).

 The Company hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing
 effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
 Commission or any person under the federal securities laws of the United States.

 The Company is aware of its obligations under the Act.

 Please contact Keith J. Billotti of Seward & Kissel LLP at (212) 574-1274, as soon as the Registration Statement has been
 declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 CYCURION, INC.

 By:

 /s/ Alvin McCoy III

 Name:

 Alvin McCoy III

 Title:

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 29, 2025

L Kevin Kelly
Chief Executive Officer
Cycurion, Inc.
1640 Boro Place , Suite 420C
McLean, VA 22102

 Re: Cycurion, Inc.
 Registration Statement on Form S-1
 Filed December 22, 2025
 File No. 333-292371
Dear L Kevin Kelly:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Keith Billotti
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CYCURION,
INC.

 1640
Boro Place, Fourth Floor

 McLean,
VA 22102

 May
14, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Cycurion,
 Inc.

 Registration
 Statement on Form S-1, as amended

 Initially
 Filed May 7, 2025

 File
 No. 333-287052

 Ladies
and Gentlemen:

 Cycurion,
Inc. (the "Company") hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1, initially
filed with the U.S. Securities and Exchange Commission (the "Commission") on May 7, 2025, as amended (File No. 333-287052),
be accelerated so that it will be made effective at 4:00 p.m. Eastern Time on Wednesday, May 14, 2025, or as soon thereafter as practicable,
or at such other time as the Company or its outside counsel, Seward & Kissel LLP, request by telephone that such Registration Statement
be declared effective, pursuant to Rule 461(a) of the Securities Act of 1933, as amended (the "Act").

 The
Company hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 The
Company is aware of its obligations under the Act.

 Please
contact Keith J. Billotti of Seward & Kissel LLP at (212) 574-1274, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Sincerely,

 CYCURION,
 INC.

 By:

 /s/
 Alvin McCoy III

 Name:

 Alvin
 McCoy III

 Title:

 Chief
 Financial Officer

CORRESP
 1
 filename1.htm

 CYCURION,
INC.

 1640
Boro Place, Fourth Floor

 McLean,
VA 22102

 May
14, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Cycurion, Inc.

 Registration Statement on Form S-1, as amended

 Initially Filed May 7, 2025

 File No. 333- 287052

 Ladies
and Gentlemen:

 Reference
is made to our letter, filed as correspondence via EDGAR on May 13, 2025, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement on Form S-1, as amended (File No. 333-287052), for 4:00 p.m., Eastern Time, on Thursday,
May 15, 2025, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 We
are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request
for acceleration of the effective date.

 Sincerely,

 CYCURION,
 INC.

 By:
 /s/ Alvin
 McCoy III

 Title:
 Alvin McCoy III

 Title:
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 CYCURION,
INC.

 1640
Boro Place, Fourth Floor

 McLean,
VA 22102

 May
13, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Cycurion,
 Inc.

 Registration
 Statement on Form S-1, as amended

 Initially
 Filed May 7, 2025

 File
 No. 333-287052

 Ladies
and Gentlemen:

 Cycurion,
Inc. (the "Company") hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-1,
initially filed with the U.S. Securities and Exchange Commission (the "Commission") on May 7, 2025, as amended (File No.
333-287052), be accelerated so that it will be made effective at 4:00 p.m. Eastern Time on Thursday, May 15, 2025, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Seward & Kissel LLP, request by
telephone that such Registration Statement be declared effective, pursuant to Rule 461(a) of the Securities Act of 1933, as amended
(the "Act").

 The
Company hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 The
Company is aware of its obligations under the Act.

 Please
contact Keith J. Billotti of Seward & Kissel LLP at (212) 574-1274, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Sincerely,

 CYCURION,
 INC.

 By:

 /s/
 Alvin McCoy III

 Name:

 Alvin
 McCoy III

 Title:

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

L. Kevin Kelly
Chief Executive Officer
Cycurion, Inc.
1640 Boro Place, Fourth Floor
McLean, VA 22102

 Re: Cycurion, Inc.
 Registration Statement on Form S-1
 Filed May 7, 2025
 File No. 333-287052
Dear L. Kevin Kelly:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. 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 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Keith Billotti
</TEXT>
</DOCUMENT>

CORRESP
1
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WESTERN ACQUISITION VENTURES CORP.

42 Broadway, 12th Floor

New York, NY 10004

January 7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Western Acquisition Ventures Corp.

    Registration Statement on Form S-4, as amended

    Initially Filed February 13, 2023

    File No. 333-269724

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Western Acquisition Ventures Corp. (the “Company”) hereby
requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration
Statement on Form S-4, as amended (File No. 333-269724), to become effective on Friday, January 10, 2025, at 5:00 p.m., Eastern Time,
or as soon thereafter as practicable.

The Company hereby acknowledges
that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company is aware of its obligations under the
Act.

    Very truly yours,

    WESTERN ACQUISITION VENTURES CORP.

    By:
    /s/ James P. McCormick

    Name:
    James P. McCormick

    Title:
    Chief Executive Officer

CORRESP
1
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Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

December 31, 2024

Via EDGAR

Morgan Youngwood, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Jeff Kauten, Staff Attorney

Jan Woo, Staff Attorney

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.

Amendment No. 5 to Registration Statement on Form S-4
Filed November 1, 2024

File No. 333-269724

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 November 15, 2024 (the “Staff Letter”), related to the above-referenced Amendment No. 5 (“Amendment
No. 5”), which was filed on November 1, 2024, 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 Staff Letter, the Company has further revised the Form S-4,
and the Company filed via EDGAR a sixth amendment to the Form S-4 (“Amendment No. 6”) and now provides 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 the Staff Letter, numbered correspondingly, and has provided the
Company’s response immediately below each comment.

Amendment No. 5 to Registration Statement
on Form S-4

Basis of Pro Forma Presentation, page 47

 1. We note your response to prior comment 2. Please revise your disclosures to reconcile and cross
reference each of the Cycurion [Post-Merger] amounts presented in your table on the cover page to your table on page 48 that
shows possible sources of dilution and illustrates estimated ownership of common stock in the Combined Company immediately following the
consummation of the Business Combination. In this respect, reconcile the Cycurion [Post-Merger] amounts on the cover page to the
15,000,000 estimated ownership of common stock in the Combined Company by the “The Sellers” and the 26,412,208 shares attributable
to the Series B and D Preferred stock and related warrants.

Response:

The Company respectfully advises the Staff that
it has updated its disclosure on the cover page of Amendment No. 6 to include footnotes to group the securities and reconcile
the Cycurion [Post-Merger] amounts on the cover page to the 15,000,000 estimated ownership of common stock in the Combined Company
and the 26,412,208 shares attributable to the Series B Preferred Stock and the Series D Preferred Stock and the related warrants.

Unaudited Pro Forma Condensed Combined Financial
Information

Description and Accounting for the Potential
Acquisition of SLG, page 47

 2. We note your response to prior comment 1. Please revise your disclosures in this section to clarify
that the SLG acquisition transaction will result in one wholly-owned subsidiary and one 49%-owned subsidiary. Revise to disclose that
the 49%-owned subsidiary will be consolidated under the accounting guidance for variable interest entities in ASC 810-10. Your disclosures
should explain the primary facts and circumstances that Cycurion has considered in determining that it is the primary beneficiary of SLG.

Response:

The Company respectfully advises the Staff that
it has updated its disclosure on page 47 of Amendment No. 6. The acquisition of SLG will be accounted for as a business combination
under ASC 810-10 for variable interest entities, whereby SLG will be treated as the acquired company. One of the current SLG owners will
own 51% of that portion of SLG that is not being fully acquired by Cycurion (the “49%-owned subsidiary”); but, that individual
has pledged all voting power and economic benefits to be derived from his 51% ownership of the 49%-owned subsidiary to Cycurion. Cycurion
will direct him to vote as a stockholder to elect members of that entity’s board of directors. He will hold the equity of that entity
in a trust relationship on behalf of Cycurion so that the 49%-owned subsidiary will continue to qualify to bid for government contracts
in the Illinois area as a domestic entity. Cycurion will be the primary beneficiary of the relationship. Cycurion will consolidate the
49%-owned subsidiary as a wholly-owned subsidiary and calculate goodwill for the excess consideration above the net asset value of the
VIE entity.

Information about Cycurion Company Overview, page 145

 3. We note your response to prior comment 6. As you have not yet completed your obligations under the
SLG Assignment Agreement please file this agreement as an exhibit to your registration statement or tell us why it not required to be
filed. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:

The
Company has reviewed Item 601(b)(10)(ii)(B) of Regulation S-K and respectfully does not believe that it is applicable to Amendment
No. 6 because the SLG Assignment Agreement is not a “contract upon which [Cycurion’s] business is substantially dependent
. . .” As noted in the previous Amendment No. 5 and in the current Amendment No. 6, the two entities have a preexisting
business relationship. That relationship, as disclosed in those amendments, is one of a subcontractor-prime contractor relationship that
was established in fall 2017 “… for several keystone contracts held by SLG … , where [Cycurion] serviced several government
agencies and commercial customers, State of New Mexico, Cognizant, KPMG, and University of Illinois in support of SLG.” Continuation
of that relationship is not dependent upon the closing of the transactions contemplated by the SLG Assignment Agreement; hence, the SLG
Assignment Agreement is not a contract upon which Cycurion’s business is substantially dependent. Nevertheless, Cycurion believes
that it will benefit from that prospective closing because it would then (i) obtain the economic benefit of the difference between
the amounts that SLG invoices to its clients for the projects that Cycurion performs compared with the amounts that Cycurion invoices
SLG for those services and (ii) benefit from the historical standing that SLG now enjoys for obtaining future work.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Cycurion

Critical accounting policies and significant
judgments and estimates, page 164

 4. We note your response to prior comment 7 and reissue our comment. Please clarify how you are applying
the qualitative assessment as you disclose that you apply a qualitative approach or one-step qualitative impairment test. Since both assessments
are qualitative, please clarify how this policy is consistent with ASC 350-20-35-3A. Please clarify your disclosure that “Based
on [y]our analysis, the fair value of goodwill exceeds the carrying value” to explain whether that statement is the result of your
qualitative assessment or quantitative impairment testing. Please clarify whether you concluded that a quantitative impairment testing
was warranted. If so, consider disclosing whether a reporting unit was at risk of recognizing an impairment. If a reporting unit is at
risk of recognizing an impairment, consider also disclosing the percentage by which fair value exceeded carrying value as of the date
of the most recent test and the amount of goodwill allocated to the reporting unit. Alternatively, you might disclose, if true, that a
reporting unit’s fair value is substantially in excess of carrying value as of the date of the last impairment test. Refer to Item
303(b)(3) of Regulation S-K.

Response:

The Company respectfully advises the Staff
that it has updated its disclosure on pages 166-167 of Amendment No. 6. In performing the qualitative assessment, we consider
many factors in evaluating whether the carrying value of goodwill may not be recoverable, including an analysis of the firm's
contract backlog and sales pipeline. While the contract backlog is confirmed contractual wins, the sales pipeline is evaluated by
management to determine the uncertainty of the pipeline. Each potential contractual win is assigned a probability of win score to
address the potential uncertainty. Thus, it provides a conservative estimate of any future contractual wins. If, based on the
qualitative assessment results, it is concluded that the fair value of a reporting unit may not exceed its carrying value,
additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting
unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill
impairment charge will be recorded for the difference (up to the carrying value of goodwill).

We use a discounted cash flow approach to determine the fair value
of a reporting unit. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting
units requires significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the discount
rate being the weighted average cost of capital (WACC) for the firm, terminal growth rates, earnings before depreciation and amortization,
and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates, actual results could differ from
those estimates. We evaluate the merits of each significant assumption, both individually and in the aggregate, used to determine the
fair value of the reporting units, as well as the fair values of the corresponding assets and liabilities within the reporting units.

Given that we operated at a net loss in 2023, we performed quantitative
impairment testing as the second step to validate our qualitative testing. Based on our quantitative impairment testing, the fair value
of goodwill substantially exceeds the carrying value.

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 ACQUISITION VENTURES CORP.

    By:
    /s/ James Patrick McCormick

    Name:
    James Patrick McCormick

    Title:
    Chief Executive Officer

    cc:
    Keith J. Billotti

    Randolf W. Katz

December 12, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Keith J. Billotti

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

CORRESP
1
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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

November 15, 2024
James Patrick McCormick
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed November 1, 2024
File No. 333-269724
Dear James Patrick McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 26, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-4
Basis of Pro Forma Presentation, page 47
1.We note your response to prior comment 2. Please revise your disclosures to reconcile
and cross reference each of the Cycurion [Post-Merger] amounts presented in your
table on the cover page to your table on page 48 that shows possible sources of
dilution and illustrates estimated ownership of common stock in the Combined
Company immediately following the consummation of the Business Combination. In
this respect, reconcile the Cycurion [Post-Merger] amounts on the cover page to the
15,000,000 estimated ownership of common stock in the Combined Company by the
"The Sellers" and the 26,412,208 shares attributable to the Series B and D Preferred
stock and related warrants.

November 15, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Description and Accounting for the Potential Acquisition of SLG, page 47
2.We note your response to prior comment 1. Please revise your disclosures in this
section to clarify that the SLG acquisition transaction will result in one wholly-owned
subsidiary and one 49%-owned subsidiary. Revise to disclose that the 49%-owned
subsidiary will be consolidated under the accounting guidance for variable interest
entities in ASC 810-10. Your disclosures should explain the primary facts and
circumstances that Cycurion has considered in determining that it is the primary
beneficiary of SLG.
Information about Cycurion
Company Overview, page 145
3.We note your response to prior comment 6. As you have not yet completed your
obligations under the SLG Assignment Agreement please file this agreement as an
exhibit to your registration statement or tell us why it not required to be filed. Refer to
Item 601(b)(10)(ii)(B) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Critical accounting policies and significant judgments and estimates, page 164
4.We note your response to prior comment 7 and reissue our comment. Please clarify
how you are applying the qualitative assessment as you disclose that you apply a
qualitative approach or one-step qualitative impairment test. Since both assessments
are qualitative, please clarify how this policy is consistent with ASC 350-20-35-3A.
Please clarify your disclosure that "Based on [y]our analysis, the fair value of
goodwill exceeds the carrying value" to explain whether that statement is the result of
your qualitative assessment or quantitative impairment testing. Please clarify whether
you concluded that a quantitative impairment testing was warranted. If so, consider
disclosing whether a reporting unit was at risk of recognizing an impairment. If a
reporting unit is at risk of recognizing an impairment, consider also disclosing
the percentage by which fair value exceeded carrying value as of the date of the most
recent test and the amount of goodwill allocated to the reporting unit. Alternatively,
you might disclose, if true, that a reporting unit's fair value is substantially in excess
of carrying value as of the date of the last impairment test. Refer to Item 303(b)(3) of
Regulation S-K.

November 15, 2024
Page 3
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-
551-3488 if you have questions regarding comments on the financial statements and related
matters. 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

CORRESP
1
filename1.htm

Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

November 1,
2024

Via EDGAR

Morgan Youngwood, Senior Staff Accountant

Stephen Krikorian, Accounting Branch Chief

Jeff Kauten, Staff Attorney

Jan Woo, Staff Attorney

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.

    Amendment No. 4 to Registration Statement
    on Form S-4

    Filed August 12, 2024

    File No. 333-269724

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 August 26, 2024 (the “Staff Letter”), related to the above-referenced Amendment No. 4
(“Amendment No. 4”), which was filed on August 12, 2024, 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 Staff Letter, the Company has further revised the Form S-4, and the Company filed via EDGAR a fifth amendment to the Form S-4
(“Amendment No. 5”) and now 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.

Amendment No. 4 to Registration Statement
on Form S-4

Unaudited Pro Forma Condensed Combined Financial
Information Description and Accounting for the Potential Acquisition of SLG, page 44

    1.
    Please revise to disclose your basis for consolidating SLG as described in your response to prior comment 1. Please provide a detailed analysis of how you concluded that you are the primary beneficiary of SLG and explain whether the consolidation will result in a non- controlling interest in SLG.

Response:

The Company respectfully advises the Staff that the management of Cycurion has performed an analysis of the relationship between Cycurion
and SLG. The following are the primary facts and circumstances that Cycurion has considered in its analysis: post merger, Cycurion will
own 49% equity interest on SLG, Ed Burns will own the remaining 51% of SLG, but he has pledged all of his voting power and economic benefits
derived from ownership to Cycurion. Cycurion will direct Ed Burns to vote as shareholder to elect board members of SLG; Ed will be holding
the shares in trust on behalf of Cycurion so that SLG continues to qualify to bid for government contracts in the Illinois area as a domestic
entity. These facts indicate that Cycurion is the primary beneficiary of the relationship.

Additional facts to consider: (i) operationally,
other than services subcontracted to RCR, Cycurion is the primary subcontractor on all SLG contract with customers; Cycurion renders a
large proportion services to SLG's customers, (ii) Cycurion will take over all accounting and finance functions from SLG upon completion
of the merger, (iii) Cycurion has been and will continue to provide financing to SLG; SLG was previously under capitalized and needed
Cycurion to provide financial resources to allow for SLG to maintain operations. These facts lead to the conclusion that in SLG is a variable
interest entity of Cycurion, and a true and fair presentation would require Cycurion to consolidate the accounts of SLG as wholly owned
subsidiary, where all benefits and obligations belong to Cycurion.

Basis of Pro Forma Presentation, page 46

    2.
    We note from your response to prior comment 2 that you provided reconciliations or cross references for some of the Cycurion [Pre-Merger] and Cycurion [Post-Merger] amounts. Please reconcile or cross reference each of the Cycurion [Pre-Merger] amounts presented in your table on the cover page to your consolidated financial statements. Reconcile each of the Cycurion [Post-Merger] amounts in your table on the cover page to your table on page 47 that shows possible sources of dilution and illustrates estimated ownership of common stock in the Combined Company immediately following the consummation of the Business Combination. In this respect, reconcile the Cycurion [Post-Merger] amounts on the cover page to the 12,000,000 estimated ownership of common stock in the Combined Company by the "The Sellers" and the 24,413,208 shares attributable to the Series B and D Preferred stock and related warrants.

Response:

The Company respectfully advises the
Staff that it has updated the disclosure on page 57 of Amendment No. 5 to the Cycurion [Pre-Merger] and Cycurion [Post-Merger]
amounts.

    3.
    We note from your table on page 47 that there are 24,413,208 Series B and D Preferred stock and related warrants. Please reconcile
this amount with your footnote that indicates this amount includes 6,000,000 shares of common stock underlying the Series B preferred
stock (including 710,000 shares converted from 355 shares of Series B preferred stock at closing of the Business Combination), 6,666,667
shares of common stock underlying the Series D Preferred stock, 472,813 shares of common stock issued with the Series D Preferred
stock, and 13,272,728 shares of common stock underlying warrants.

Response:

The Company respectfully advises
the Staff that there are 26,412,208 Series B and D Preferred stock and related warrants and has updated the table on
page 48 of Amendment No. 5. For more information, please also see the tables found on pages 18 and 86 and the
disclosure found on page 55 of Amendment No. 5 and the table below.

    Preferred
    Warrant
    Stock to be Issued
    Total

    Series B Preferred (*)
      6,000,000
      6,000,000

    12,000,000

    Series D Preferred
      6,666,667

    6,666,667

    Warrant A

      6,666,667

    6,666,667

    Warrant B

      606,061

    606,061

    Common Shares

      472,813
    472,813

      12,666,667
      13,272,728
      472,813
    26,412,208

Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page 54

    4.
    We note your response to prior comment 7. Please explain how you calculated $14,139,026 of goodwill in connection with the business combination of SLG. Explain your consideration of including the "Elimination of receivables in Cycurion owing from SLG" in the estimated purchase consideration. Explain whether your calculation of goodwill excludes the payable to RCR. In this respect, we note from your response that the RCR transaction is being settled separately from the other preexisting business relationships.

Response:

The Company respectfully advises the
Staff that goodwill has been updated in the document starting on page 57 of Amendment No. 5. Goodwill is calculated as follows,
which more clearly shows how inter-company balances and payables to RCR are eliminated, which does not impact the calculation of goodwill,
as these are offset by assets recorded in Western and Cycurion. The payables to RCR is settled by issuing Western shares, meaning that
Western records due from SLG and SLG records due to Western, create new inter-company balances.

 · Consideration – $7,545,472.

 · Net assets – ($6,056,942) after eliminating inter-company balances.

 · Goodwill – $14,047,434.

    Consideration
    $ 7,545,472

    Asset acquired

    Cash
      16,168

    Accounts receivable, net
      3,780,429

      3,796,597

    Labilities assumed

    Accounts payable and accrued liabilities, net of $2.1 million payable to Cycurion and $2.1 million payable to RCR
      (2,138,912 )

    Factoring liability
      (2,581,163 )

    Loans payable and advances
      (1,336,867 )

      (6,056,942 )

    Net assets
      (2,260,345 )

    Elimination of inter-company balances

    Elimination of receivables in Cycurion owing from SLG
      2,132,172

    Elimination of due from SLG (settlement of payable to RCR)
      2,136,445

      4,268,617

    Total net assets
      (6,528,962 )

    Goodwill
    $ 14,074,434

 (1) Reconciliation of assumed accounts payable and accrued liabilities, net:

    SLG accounts payable and accrued liabilities
    $ 6,407,529

    Less the amount owing to RCR settled by WAVS' common stock
      (2,136,445 )

    Less amount owing to Cycurion
      (2,132,172 )

    Net liabilities of SLG
    $ 2,138,912

 (2) Elimination of inter-company balances:

 · Cycurion has a receivable owing from SLG, this is also eliminated on acquisition and is matching the payable
eliminated for SLG.

 · On settlement of the amount owing to RCR, this settlement was paid by the common stock of WAVS. SLG now
owes WAVS $2,136,445. This is being eliminated on the acquisition of SLG.

Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 87

    5.
    Please disclose when and the reasons why the Merger Consideration Shares were increased from 9.5 million shares to 12 million shares.

Response:

The Company respectfully advises
the Staff that it has updated its disclosure on pages 97-98 to disclose when and the reasons why the Merger Consideration Shares
were increased from 9.5 million shares to 12 million shares.

From
January 2024 to April 2024, the Company and Cycurion negotiated and exchanged drafts of the Business Combination Agreement,
which, among other things, would amend the Business Combination Agreement to remove Section 9.1(d), which limits redemptions
by public stockholders if such redemptions would result in the Company having net tangible assets that are less than $5,000,001. The purpose
of the net asset test limitation was initially to ensure that the Company’s common stock would not be deemed to be a “penny
stock” pursuant to Rule 3a51-1 under the Securities Exchange Act of 1934 (the “Exchange Act”). Since
the Company’s common stock and the Combined Company’s Common Stock would not be deemed to be a “penny stock,”
because the Company otherwise is exempt from the provisions of Rule 419 promulgated under the Exchange Act, as such securities are
or will be listed on a national securities exchange upon the closing, the Company presented the NTA Proposal in Amendment No. 4 to
facilitate the consummation of the Business Combination. Both the Company and Cycurion reasonably believe, given the SLG Acquisition
(as defined below), that the net tangible assets of Cycurion would qualify the Combined Company to be listed on a national securities
exchange upon the closing of the Business Combination.

When
the Company and Cycurion entered into the original Business Combination Agreement, the parties determined that the issuance or reservation
for issuance of an aggregate of 9.5 million shares of Company capital stock (allocated among the then-issued and outstanding shares of
capital stock of Cycurion, and diluted for conversions of Cycurion’s then-outstanding convertible obligations and exercises of Cycurion’s
then-outstanding warrants) was fair for the respective stakeholders on each side of the proposed transaction. During the months thereafter,
and due to the continuing series of delays in the consummation of the Business Combination, which exacerbated the continuing financial
requirements for both parties, Cycurion (directly) and the Company (indirectly) engaged in certain dilutive financing transactions. Further,
due to the continuing pre-consummation, and expected post-consummation, financial needs of the parties, and the current lack of funds
in the Company’s treasury (as distinct from the parties’ earlier beliefs) all coalesced into further discussions between the
parties to modify the prospective aggregate issuances by the Company of shares of its capital stock.

Further, on January 10,
2024, with reference to the SLG Term Sheet that had been amended on April 29, 2024 to extend the expiration of the term sheet and
the transactions contemplated thereby to the soonest of: (i) closing of the transactions contemplated thereby, (ii) April 30,
2024, if the transactions contemplated thereby have not closed by then, (iii) Cycurion’s termination thereof, and (iv) the
mutual termination by all of the parties thereto, Cycurion and SLG discussed an extension of the outside date of Cycurion’s acquisition
of SLG (the “SLG Acquisition”) to September 30, 2024.

During the period between
July 2024, and September 2024, representatives of the Company and Cycurion updated their expectations that the SLG Acquisition
will close and their updated reasonable belief that the closing is expected to occur shortly after the consummation of the Business Combination.

After
the series of financings and the SLG Acquisition discussions, in early August 2024, the Company and Cycurion formally agreed to increase
the originally agreed Merger Consideration of 9.5 million shares to the updated 12 million shares to offset the increased dilution to
the legacy Cycurion equity holders as result of the financings and the determination to close the SLG Acquisition.

By
way of further explanation of the dilutive effect of the Series B and Series D preferred stock and warrant financings (the “Relevant
Financings”):

 · Pre-Relevant Financings and with 9.5 million shares to be issued
at the closing, the legacy Cycurion equity holders would have held approximately 37.9% of the resulting company on an otherwise fully
diluted basis (but excluding the equity from the Relevant Financings).

 · Post-Relevant Financings and with 9.5 million shares to be issued
at the closing, the legacy Cycurion equity holders would have held approximately 18.5% of the resulting company on a fully diluted basis
(including the equity from the Relevant Financings).

 · Pre-Relevant Financings and with 12 million shares to be issued
at closing, the legacy Cycurion equity holders would have held approximately 43.6% of the resulting company on an otherwise fully diluted
basis (but excluding the equity from the Relevant Financings).

 · Post-Relevant Financings and with 12 million shares to be issued
at closing, the legacy Cycurion equity holders would have held approximately 22.2% of the resulting company on a fully diluted basis (including
the equity from the Relevant Financings).

As
a result of the issuance of the additional 2.5 million shares (after taking into account the dilutive effects of the Relevant Financings),
the legacy Cycurion equity holders will have offset the dilutive effects of the Relevant Financings and will have increased their fully
diluted percentages by approximately 3.7% (22.2% - 18.5%). That increase is mitigated by the dilution resulting from the closing of the
SLG Acquisition and the related RCR transaction.

Further,
during the period between the date of the original Business Combination Agreement and the date on which the parties agreed to the increase
in the prospective closing issuance from 9.5 million to 12 million shares of the Company’s capital stock, Cycurion’s
business prospects have improved and its revenues have increased. Such increase, when coupled with the reasons set forth above, provided
further comfort to the parties for the increase in the Merger Consideration.

As
noted in the Amendment No. 4, “[c]hanges in the operations and prospects of Cycurion, its interim financing needs, and general
market and economic conditions, and other factors upon which ValueScope’s opinion was based, may have significantly altered the
value of Cycurion from the date of the ValueScope opinion. Accordingly, that opinion was not relied upon by Western’s Board and
may not be relied upon by stockholders in deciding whether to approve the Business Combination. Western’s Board determined to approve
the Amended and Restated Business Combination Agreement without a fairness opinion and based upon their own experience in evaluating acquisition
opportunities.” With this background, the Company’s Board of
Directors continues to acknowledg

August 26, 2024
James Patrick McCormick
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed August 12, 2024
File No. 333-269724
Dear James Patrick McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 4, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Description and Accounting for the Potential Acquisition of SLG, page 44
1.Please revise to disclose your basis for consolidating SLG as described in your response
to prior comment 1. Please provide a detailed analysis of how you concluded that you are
the primary beneficiary of SLG and explain whether the consolidation will result in a non-
controlling interest in SLG.
Basis of Pro Forma Presentation, page 46
We note from your response to prior comment 2 that you provided reconciliations or cross
references for some of the Cycurion [Pre-Merger] and Cycurion [Post-Merger] amounts.
Please reconcile or cross reference each of the Cycurion [Pre-Merger] amounts presented
in your table on the cover page to your consolidated financial statements.  Reconcile each 2.

August 26, 2024
Page 2
of the Cycurion [Post-Merger] amounts in your table on the cover page to your table on
page 47 that shows possible sources of dilution and illustrates estimated ownership of
common stock in the Combined Company immediately following the consummation of
the Business Combination.  In this respect, reconcile the Cycurion [Post-Merger] amounts
on the cover page to the 12,000,000 estimated ownership of common stock in the
Combined Company by the "The Sellers" and the 24,413,208 shares attributable to
the Series B and D Preferred stock and related warrants.
3.We note from your table on page 47 that there are 24,413,208 Series B and D Preferred
stock and related warrants.  Please reconcile this amount with your footnote that indicates
this amount includes 6,000,000 shares of common stock underlying the Series B preferred
stock (including 710,000 shares converted from 355 shares of Series B preferred stock at
closing of the Business Combination), 6,666,667 shares of common stock underlying the
Series D Preferred stock, 472,813 shares of common stock issued with the Series D
Preferred stock, and 13,272,728 shares of common stock underlying warrants.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
54
4.We note your response to prior comment 7.  Please explain how you calculated
$14,139,026 of goodwill in connection with the business combination of SLG.  Explain
your consideration of including the "Elimination of receivables in Cycurion owing from
SLG" in the estimated purchase consideration.  Explain whether your calculation of
goodwill excludes the payable to RCR.  In this respect, we note from your response that
the RCR transaction is being settled separately from the other preexisting business
relationships.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 87
5.Please disclose when and the reasons why the Merger Consideration Shares
were increased from 9.5 million shares to 12 million shares.
Information about Cycurion
Company Overview, page 135
6.We note your disclosure that you expect to close the transactions contemplated by the
SLG Assignment Agreement during the second calendar quarter of 2024. Please revise to
update the status of this agreement. To the extent that you have not completed your
obligations under this agreement please file the SLG Assignment Agreement as an exhibit
to your registration statement. Refer to Item 601(b)(10)(ii)(B) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Critical accounting policies and significant judgments and estimates, page 153
We note your response to prior comment 12.  Please clarify your disclosures on page 153
that state "The review of impairment consists of either using a qualitative approach to
determine whether it is more likely than not that the fair value of the assets is less than
their respective carrying values or a one-step qualitative impairment test."    Disclose
whether you believe the estimated fair values of your reporting units substantially exceed 7.

August 26, 2024
Page 3
their carrying values.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. 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

CORRESP
1
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Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

August 14, 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. 3 to Registration Statement on Form S-4

Filed May 15, 2024

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 June 4, 2024
(the “Staff Letter”), related to the above-referenced Amendment No. 3 (“Amendment
No. 3”), which was filed on May 15, 2024, 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 Staff
Letter, the Company has further revised the Form S-4, and the Company filed via EDGAR a fourth amendment to the Form S-4
(“Amendment No. 4”) and now provides 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 the Staff Letter, numbered correspondingly,
and has provided the Company’s response immediately below each comment.

Amendment No. 3 to Registration Statement
on Form S-4

Description and Accounting for the Potential
Acquisition of SLG, page 44

 1. Please provide us with an analysis of how you determined that the acquisition of SLG should be accounted
for as a business combination under GAAP, whereby SLG will be treated as the acquired company. As part of your response, explain how you
considered the newly formed subsidiary contemplated by the SLG Term Sheet, in which you will own a 49% interest and Mr. Burns will
own a 51% interest.

Response:

For clarity, the SLG acquisition transaction
will result in one wholly-owned subsidiary and one 49%-owned subsidiary. This response will focus on the 49%-owned subsidiary. The Company
will account for that subsidiary as a consolidated subsidiary under the accounting guidance for variable interest entities in ASC 810-10.
The Company will demonstrate the Company is the primary beneficiary of the arrangement with that subsidiary. The Company will also show
that it will provide financial assistance and the necessary working capital for that subsidiary to operate. The Company will show that
it has effective control over the board of directors, the operations, and the finances of that subsidiary.

Unaudited Pro Forma Condensed Combined Financial
Information

Basis of Pro Forma Presentation, page 44

 2. We note your response to prior comment 1 and reissue our comment. Please provide us with reconciliations
of the Cycurion [Pre-Merger] amounts in your table on the cover page to your consolidated financial statements and the Cycurion [Post-Merger]
amounts in your table to your pro forma financial information.

Response:

In response to the Staff’s comment,
the Company has revised certain of the Cycurion [Pre-Merger] and Cycurion [post-Merger] items on the table that is found on the cover
page of Amendment No. 4 and on pages 17 and 83 and on the “expanded” table on page 177. The discussion below reconciles items with the pre-merger Cycurion
Balance sheet and the post-merger pro forma.

U.S. Securities and Exchange Commission

 Division of Corporation Finance

August 14, 2024

Page 2

Cycurion Pre-Merger:

 · The total common shares can be found on page F-72 in the Stockholder’s Equity
                                            section. The 14,968,215 shares are adjusted by 1,356,586 shares that are included in the
                                            Series C group, 472,816 shares that are included in the Series D group, and 325,721
                                            of restricted shares that are included in the Company equity plan. Thus, there are net 12,813,094
                                            common shares for conversion into WAVS common shares.

 · The
                                            345,528 shares of Series A convertible preferred shares are on page F-72 in the
                                            long-term liabilities section.

 · 2,000
                                            shares of Series B are found on Page F-72 in the Mezzanine Equity section. An additional
                                            1,000 shares were issued after March 31, 2024 and are located on F-102 in Note 19 Subsequent
                                            Events footnote.

 · The 1,356,586 shares of common shares to be included to Series C can be found on page F-72
                                                                                                               in the Stockholder’s Equity section.

 · The
                                            Series D item consists of 472,813 shares which are located on page F-72 in the
                                            Stockholder’s Equity section and the conversion of $3.3MM in subordinated promissory
                                            notes to Series D preferred holders that are located in the current liabilities section
                                            of the balance sheet.

New Cycurion Post-Merger:

 · The
                                            5,334,458 shares of exchanged common stock is included in the 12,000,000 share exchange as
                                            described in Note 3 (E) on page 55.

 · The
                                            conversion of 106,816 Series A convertible preferred shares is included in Note
                                            3(A) on page 54.

 · The
                                            conversion of 4851 Series B convertible preferred shares in included in footnote 3 (A) on
                                            page 54.

 · The
                                            information regarding the 4,851 Series C shares is included in Note 3 (A) on
                                            page 54.

 · The
                                            information on the 6,666,667 Series D shares and the 472, 813 shares is included in
                                            Note 3(E) on page 54.

 3. Please explain whether you comply with the maximum redemption conditions in the Merger Agreement
and the requirement of WAV’s current Amended and Restated Certificate of Incorporation. In this respect, we note that WAV cannot
redeem Public Shares if it would result in WAV having a minimum net tangible asset value of less than $5,000,001, after giving effect
to the payments to redeeming stockholders.

Response:

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised its disclosure to include “Proposal No. 8 - The NTA Proposal,”
which, if approved, adopted, and implemented immediately prior to the consummation of the proposed Business Combination, would remove
from the requirements contained in the Existing Organization Documents that limit the Company’s ability to consummate an initial
business combination if the Company would have less than $5,000,001 in net tangible assets prior to the combination of such Business Combination.
Please refer to pages 6, 8, 24, and 124 - 129 for a description of the NTA Proposal and pages 126 - 128 for certain risks associated
with the NTA Proposal.

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

Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Balance

Sheet, page 52

 4. We note that a portion of adjustment (C) reflects legal fees recorded as accounts payable as
of December 31, 2023 and the settlement of $788,030 as legal fees through the issuance of 78,803 shares of common stock, related
to the Business Combination. Please clarify where this adjustment is presented in the Unaudited Pro Forma Condensed Combined Balance Sheet.

Response:

In response to the Staff’s comment,
the Company respectfully advises Staff that it has revised its disclosure on page 55 of Amendment No. 4 to clarify that the
adjustment is presented in an updated adjustment “C” of the Unaudited Pro Forma Condensed Combined Balance Sheet. The update
to adjustment “C” reduced accounts payable.

 5. We note that adjustment (D) reflects the issuance of 1,000 shares ($1,000,000) of Series B
Convertible Preferred Stock of Cycurion. Please reconcile this adjustment with your disclosures on page F-50 that indicate on April 12,
2024, the Company issued 1,000 shares of Series B preferred and 2,000,000 warrants to an otherwise unaffiliated investors for $1,500,000
in gross proceeds.

Response:

In response to the Staff’s comment,
the Company respectfully advises Staff that it has revised its disclosure on page 55 of Amendment No. 4 to reconcile the adjustment
with disclosure on page F-92, to reflect $1,000,000 in gross proceeds.

 6. We note that a portion of adjustment (E) reflects the elimination of the loan and accrued interest
between WAV and Cycurion. Please tell us how you considered any additional borrowings subsequent to December 31, 2023. In this respect,
we note from your disclosures on page F-24 that the WAV received $ 254,269 into its operating bank account to be used for working
capital expenses and tax obligations. We further note from your disclosures on page F-50 that on May 3, 2024, WAV and the Cycurion
amended the Promissory Note to increase its principal amount to $554,269.

Response:

In response to the Staff’s comment,
the Company respectfully advises Staff that this disclosure reconciles in the current filing. For the FYE December 2023, the receivable
in favor of Cycurion from WAVS was $200,000; during Q1 2024 this increased to $300,000; and, subsequent to March 31, 2024, we disclosed
an additional $254,269. Therefore, the total reflects the aggregate of $554,269, as of May 2024.

U.S. Securities and Exchange Commission

 Division of Corporation Finance

August 14, 2024

Page 3

 7. We note that adjustment (1) reflects the share exchange resulting from the Business Combination
of SLG, whereby WAV issues 996,355 shares of post-Business Combination shares of WAV common stock. Please revise your disclosures to clarify
how you calculated the estimated purchase consideration of $12,820,415. Explain how you considered the RCR Term Sheet and the additional
shares of Cycurion preferred stock that will be granted in your determination of the purchase price and the fair value of the assets acquired
and liabilities assumed. Explain how you considered intercompany receivables and payables in determining the fair value of the assets
acquired and liabilities assumed.

Response:

In response to the Staff’s comment,
the Company respectfully advises Staff that it has revised its disclosure on page 54 (note 3 – adjustments 1 and 2), as follows:

 · We have updated the disclosure to clarify the consideration provided and determination of values, for
the common and preferred stock to be issued by WAV post-business combination.

 · The Company considers there to be a preexisting business relationship with SLG. All transactions between
the Company and SLG have been eliminated as if SLG were consolidated. We further relied on the guidance of ASC 805-10-55-20 to 23 for
the effective settlement of preexisting relationship between the acquirer and the acquiree in a business combination. The Company did
not have any gain or loss recognized from preexisting relationships but we have adjusted the acquired SLG liabilities and the related
assets on Cycurion’s financial statements for the elimination of intercompany amounts.

 · The RCR transaction is being settled separately from the other preexisting business relationships. We
have updated the disclosure to reflect that the Company is settling $2.1 million of RCR liability with the issuance of 199,757 shares
of common stock from WAVS.

Information about Cycurion

Our Business, page 128

 8. We note your response to prior comment 4. Please explain why you removed the key performance indicator:
Gross Labor Hours. Explain how management uses Gross Labor Hours to manage the business.

Response:

In
response to the Staff’s comment, the Company respectfully advises Staff that it has removed the key performance indicator Gross
Labor Hours as the metric. The variability of the hourly billable rate amongst the workforce limited the metric’s usefulness. As
the Company continues to diversify its customer base, and begins to pursue higher margin business, Gross Labor Hours provides little
insight into the state of the business and, resultingly, its management.

Information about Cycurion, page 128

 9. We note that you provided audited financial statements for SLG for the fiscal years ended December 31,
2023 and 2022. Please revise to include management's discussion and analysis of financial condition and results of operations for SLG.

Response:

In response to the Staff’s comment,
the Company respectfully advises Staff that it has revised its disclosure on page 159 of Amendment No. 4 to include management’s
discussion and analysis of financial condition and results of operations for SLG.

SLG Acquisition Agreement, page 130

 10. We note that because certain of the agreements to which SLG is the prime contractor require that
the majority owner of the prime contractor be a resident of the City of Chicago or of Cook County (depending on the contract), contemporaneously
with the consummation of the first of the two transactions, (i) SLG will divest itself of those agreements with the residency requirements,
(ii) the second newly formed subsidiary will assume those agreements, (iii) you will assign to Mr. Ed Burns a 51% interest
in that newly formed subsidiary, and (iv) that subsidiary and you will enter into a Management Agreement, the economic terms and
management/control terms of which are intended to be the equivalent of complete ownership of that then 49% owned subsidiary. Please tell
us the amount of revenues associated with the agreements that require the majority owner of SLG to be a resident of the City of Chicago
or of Cook County for each period presented. Clarify how you plan to account for your 49% interest in the newly formed subsidiary and
explain why you believe the Management Agreement will give you the equivalent of complete ownership in the subsidiary. Cite the accounting
guidance that you are relying upon to account for the newly formed subsidiary.

Response:

In response to the Staff’s comment,
the Company respectfully supplementally advises Staff that the annual mount of revenues associated with the agreements that require the
majority owner of SLG to be a resident of the City of Chicago or of Cook County is $8.8 million.

U.S. Securities and Exchange Commission

Division of Corporation Finance

August 14, 2024

Page 4

As noted in response to comment No. 1,
above, the Company will account for that 49% subsidiary as a consolidated subsidiary under the accounting guidance for variable interest
entities in ASC 810-10.

 · The Company will be the primary beneficiary of the arrangement with that subsidiary;

 · The Company will provide financial assistance and the necessary working capital for that subsidiary’s
operations; and

 · The Company will have effective control over that subsidiary’s board of directors, operations, and
finances through the Management Agreement.

The Management Agreement will provide
that all relevant decisions for the operation of that subsidiary will be approved by the board of directors of that subsidiary, all of
which members will be appointed by and, other than Mr. Burns, will be current directors, officers, or members of management

United States securities and exchange commission logo
June 4, 2024
James Patrick McCormick
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed May 15, 2024
File No. 333-269724
Dear James Patrick McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our February 15, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-4
Description and Accounting for the Potential Acquisition of SLG, page 44
1.Please provide us with an analysis of how you determined that the acquisition of SLG
should be accounted for as a business combination under GAAP, whereby SLG will be
treated as the acquired company.  As part of your response, explain how you considered
the newly formed subsidiary contemplated by the SLG Term Sheet, in which you will own
a 49% interest and Mr. Burns will own a 51% interest.

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 June 4, 2024 Page 2
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
June 4, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 44
2.We note your response to prior comment 1 and reissue our comment. Please provide us
with reconciliations of the Cycurion [Pre-Merger] amounts in your table on the cover page
to your consolidated financial statements and the Cycurion [Post-Merger] amounts in your
table to your pro forma financial information.
3.Please explain whether you comply with the maximum redemption conditions in the
Merger Agreement and the requirement of WAV’s current Amended and Restated
Certificate of Incorporation.  In this respect, we note that WAV cannot redeem Public
Shares if it would result in WAV having a minimum net tangible asset value of less than
$5,000,001, after giving effect to the payments to redeeming stockholders.
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 52
4.We note that a portion of adjustment (C) reflects legal fees recorded as accounts payable
as of December 31, 2023 and the settlement of $788,030 as legal fees through the issuance
of 78,803 shares of common stock, related to the Business Combination.  Please clarify
where this adjustment is presented in the Unaudited Pro Forma Condensed Combined
Balance Sheet.
5.We note that adjustment (D) reflects the issuance of 1,000 shares ($1,000,000) of Series B
Convertible Preferred Stock of Cycurion.  Please reconcile this adjustment with your
disclosures on page F-50 that indicate on April 12, 2024, the Company issued 1,000
shares of Series B preferred and 2,000,000 warrants to an otherwise unaffiliated investors
for $1,500,000 in gross proceeds.
6.We note that a portion of adjustment (E) reflects the elimination of the loan and accrued
interest between WAV and Cycurion.  Please tell us how you considered any additional
borrowings subsequent to December 31, 2023.  In this respect, we note from your
disclosures on page F-24 that the WAV received $ 254,269 into its operating bank account
to be used for working capital expenses and tax obligations.  We further note from your
disclosures on page F-50 that on May 3, 2024, WAV and the Cycurion amended the
Promissory Note to increase its principal amount to $554,269.
7.We note that adjustment (1) reflects the share exchange resulting from the Business
Combination of SLG, whereby WAV issues 996,355 shares of post-Business Combination
shares of WAV common stock.  Please revise your disclosures to clarify how you
calculated the estimated purchase consideration of $12,820,415.  Explain how you
considered the RCR Term Sheet and the additional shares of Cycurion preferred stock that
will be granted in your determination of the purchase price and the fair value of the assets
acquired and liabilities assumed.  Explain how you considered intercompany receivables

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 June 4, 2024 Page 3
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
June 4, 2024
Page 3
and payables in determining the fair value of the assets acquired and liabilities assumed.
Information about Cycurion
Our Business, page 128
8.We note your response to prior comment 4.  Please explain why you removed the key
performance indicator: Gross Labor Hours.  Explain how management uses Gross Labor
Hours to manage the business.
Information about Cycurion, page 128
9.We note that you provided audited financial statements for SLG for the fiscal years ended
December 31, 2023 and 2022.  Please revise to include management's discussion and
analysis of financial condition and results of operations for SLG.
SLG Acquisition Agreement, page 130
10.We note that because certain of the agreements to which SLG is the prime contractor
require that the majority owner of the prime contractor be a resident of the City of
Chicago or of Cook County (depending on the contract), contemporaneously with the
consummation of the first of the two transactions, (i) SLG will divest itself of those
agreements with the residency requirements, (ii) the second newly formed subsidiary will
assume those agreements, (iii) you will assign to Mr. Ed Burns a 51% interest in that
newly formed subsidiary, and (iv) that subsidiary and you will enter into a Management
Agreement, the economic terms and management/control terms of which are intended to
be the equivalent of complete ownership of that then 49% owned subsidiary.  Please tell
us the amount of revenues associated with the agreements that require the majority owner
of SLG to be a resident of the City of Chicago or of Cook County for each period
presented.  Clarify how you plan to account for your 49% interest in the newly formed
subsidiary and explain why you believe the Management Agreement will give you
the equivalent of complete ownership in the subsidiary.  Cite the accounting guidance that
you are relying upon to account for the newly formed subsidiary.

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 June 4, 2024 Page 4
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
June 4, 2024
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Liquidity and Capital Resources, page 145
11.Please help us understand why the accounts receivable aging analysis you provided in
response to prior comment 5 does not include SLG.  Provide us with an accounts
receivable aging analysis for SLG.
Critical accounting policies and significant judgments and estimates, page 147
12.Please clarify your revised disclosures in response to prior comment 6 that state "The
review of impairment consists of either using a qualitative approach to determine whether
it is more likely than not that the fair value of the assets is less than their respective
carrying values or a one-step qualitative impairment test." Disclose whether you
believe the estimated fair values of your reporting units substantially exceed their carrying
values.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Wilson at 202-551-6388 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Keith J. Billotti

CORRESP
1
filename1.htm

Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New
York, NY 10004

May 13, 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. 2 to Registration Statement on Form
S-4

 Filed January 30, 2024

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 February 15, 2024
(the “Staff Letter”), related to the above-referenced Amendment No. 2 (“Amendment No. 2”),
which was filed on January 30, 2024, 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 Staff Letter, the Company has further revised the Form S-4, and
the Company is filing via EDGAR a third amendment to the Form S-4 (“Amendment No. 3”) 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 the Staff Letter, numbered
correspondingly, and has provided the Company’s response immediately below each comment.

Amendment No. 2 to Registration
Statement on Form S-4

Unaudited
Pro Forma Condensed Combined Financial Information

Basis of Pro Forma Presentation,
page 44

 1. We note your response to prior comment 1. Please provide us with reconciliations
of the Cycurion [Pre-Merger] amounts in your table on the cover page to your consolidated financial statements and the Cycurion [Post-Merger]
amounts in your table to your pro forma financial information.

Response:

In connection with the Staff’s
comment, the Company has revised certain of the Cycurion [Pre-Merger] and Cycurion [post-Merger] items on the table that is found on the
cover page of Amendment No. 3 (which table is also found on pages 17 and 84, and an expanded table is found on page157), along with the
related items in Cycurion’s consolidated financial statements and the Cycurion [Post-Merger] the pro-forma financial information.
We would also like to note that the expanded table is a comprehensive “before and after” table that includes all of the Pre-Merger
and Post-Merger equity and derivatives for both the Company and Cycurion, Inc. (“Cycurion”), whereas the other
table is a subset, which only includes Pre-Merger and Post-Merger equity and derivatives for Cycurion. The revised items supersede the
earlier differences.

Abstentions and Broker-Non Votes,
page 73

 2. We note that you updated the voting standard for “Proposal 5 —The
Directors Proposal” on page 97, but did not update the disclosures in this section to reflect the appropriate voting standard for
each Proposal. Please revise.

Response:

In response to the Staff’s
comment, the Company has revised its disclosure on page 103 of Amendment No. 3 to reflect the appropriate voting standard for each Proposal.

U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 13, 2024

 Page 2

Legal Proceedings, page 123

 3. We note your response to prior comment 15 of our letter dated March 14, 2023.
Please revise your disclosures accordingly

Response:

In response to the
Staff’s comment, the Company has revised its disclosure on page 132 of Amendment No. 3.

Management's Discussion and Analysis
of Financial Condition and Results of Operations of Cycurion

Our Business, page 134

 4. We note your response to prior comment 16. Please tell us your consideration of disclosing
the Average Number of Customers and Gross Labor Hours for each period presented and include a quantified discussion of such measures and
discuss any significant fluctuations. 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 Staff that it has revised Cycurion’s disclosure on page 129 of Amendment No. 3 and added
the following table for its key performance indicators and has removed the following indicator: Gross Labor Hours. The ability to grow
Cycurion’s customer base and improve these metrics are drivers to Cycurion’s business strategy.

    Key Performance
Indicators

    2023
    Margin
    2022
    Margin

    Gross Profit ($)
      2,643,060
      13.7 %
      2,390,832
      14.4 %

    Operating Income ($)
      326,411
      1.7 %
      (166,572 )
      -1.0 %

    Net Income ($)
      (2,097,013 )
      -10.8 %
      (1,537,808 )
      -9.3 %

      Total

      Total

    Number of Customers
      38

      33

Liquidity and Capital Resources, page
139

 5. We note your response to prior comment 17. 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 Item 303(b)(1) of Regulation S-K.

Response:

In response to the Staff’s
comment, the Company respectfully advises Staff that it has revised its disclosure on page 145 of Amendment No. 3 and added the following
table that provides aging analysis of Cycurion’s accounts receivable. We provided an analysis of the accounts receivable for the
years ending 2022 and 2023. As Cycurion has broadened its business customer base, the nature of the payment and cash receipt cycle has
changed. Many of the corporate customers have longer payment terms. We expect that this trend to continue as Cycurion acquires additional
commercial customers.

    Accounts Receivable Aging Analysis without SLG
    ($)

    Current
    30 days
    60 days
    90 days
    90+ days

    2023
      487,279
      219,021
      148,974
      -
      215,590

    2022
      923,983
      3,800
      340
      4,950
      22,489

Critical accounting policies and significant
judgments and estimates, page 141

 6. We note your response to prior comment 18. Please revise your disclosures to
include a critical accounting policy to discuss the estimates and assumptions associated with goodwill. Tell us whether any of your reporting
units are at risk of failing a quantitative analysis and if so, revise your critical accounting policies to disclose:

 a. The percentage by which fair value exceeded carrying value as of the date of
the most recent test;

 b. The amount of goodwill allocated to the reporting unit:

 c. A discussion of the degree of uncertainty, which includes specifics to the
extent possible, associated with key assumptions used your analysis; and

 d. A description of potential events and/or changes in circumstance that could
reasonably be expected to negatively affect the key assumptions.

U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 13, 2024

 Page 3

If you have determined that
estimated fair values substantially exceed the carrying values of your reporting units, please disclose such determination. We refer to
Item 303(b)(3) of Regulation S-K.

Response:

In response to the
Staff’s comment, the Company respectfully advises Staff we revised our disclosure on pages 148 and F-41 of the document.

Cycurion reviews goodwill and indefinite-lived
intangible assets for impairment annually during the fourth quarter of each fiscal year or more frequently if impairment indicators arise.
The review of impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair
value of the assets is less than their respective carrying values or a one-step qualitative impairment test. ​

In performing the qualitative assessment,
Cycurion considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including an analysis of
its contract backlog and sales pipeline. While the contract backlog is confirmed as contractual wins, the sales pipeline is evaluated
by management to determine the uncertainty of the pipeline. Each potential contractual win is assigned a probability of a “win score”
to address the potential uncertainty. Thus, providing a conservative estimate on any future new contractual wins. If, based on the results
of the qualitative assessment, Cycurion concludes that it is not more likely than not that the fair value of a reporting unit exceeds
its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of
each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value,
a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill).

Cycurion uses a discounted cash flow
approach to determine the fair value of a reporting unit. The determination of discounted cash flows of the reporting units and assets
and liabilities within the reporting units requires significant estimates and assumptions. These estimates and assumptions primarily include,
but are not limited to, the discount rate being the weighted average cost of capital (WACC) for the firm, terminal growth rates, earnings
before depreciation and amortization, and capital expenditures forecasts. Due to the inherent uncertainty involved in making these estimates,
actual results could differ from those estimates. Cycurion evaluates the merits of each significant assumption, both individually and
in the aggregate, used to determine the fair value of the reporting units, as well as the fair values of the corresponding assets and
liabilities within the reporting units.

Cycurion has provided the following
table that details the goodwill. The Company has also added this table to Note 6 – Goodwill, in the notes to the financial statements.

    Goodwill

    2023
    2022

    Axxum Technologies
      5,153,266
      5,153,266

    Cloudburst Security
      1,439,038
      1,439,038

    Cycurion Goodwill
      6,592,304
      6,592,304

Cycurion’s quantitative assessment
has the fair value of the goodwill exceeding the carrying value by 10x. Cycurion’s qualitative analysis consists of an analysis
of the firm’s contract backlog and sales pipeline. While the contract backlog is confirmed as contractual wins, the sales pipeline
is evaluated by management to determine the uncertainty of the pipeline. Each potential contractual win is assigned a probability of a
 “win score” to address the potential uncertainty, thus, providing a conservative estimate on any future new contractual wins.

Cycurion, Inc.

Consolidated Financial Statements

Note 2 - Summary of Significant Accounting
Policies

Revenue Recognition, page F-49

 7. We note your response to prior comment 19. Please revise your disclosures to
explain how you establish the transaction price and describe the method used to measure revenue to be recognized. Refer to ASC 606-10-25-31
to 25-37 and 32-2.

Response:

In response to the Staff’s
comment, the Company has revised its disclosure on page F-59 of Amendment No. 3. Cycurion enters into service agreements with customers
that set forth the responsibilities of Cycurion and its customers, including the type of service to de delivered, the timing of the delivery
of those services, and the associated price per unit for such services. The unit of measure in the agreement is typically hours. The service
agreements also set forth the timing of payments by the customers, which is typically between 60 and 90 days from the date that an invoice
is issued to the customer. Cycurion issues invoices when management has received an acknowledgement from the customer that Cycurion has
rendered the services as measured in hours to the customer. As a practical matter, Cycurion continuously delivers services to customers,
and the customers receive benefits from those services over time; however, Cycurion recognizes revenue on its own books only when it has
received the aforementioned acknowledgement from its customers that services has been rendered related to the hours accumulated over a
definable period of time, such as a week, or two weeks, or a month. That definable period of time is determined on a customer-by-customer
basis. Cycurion’s contracts do not include terms for returns, or warranties, or guarantees, or rebates, or discounts on the services
rendered.

U.S. Securities and Exchange Commission

Division of Corporation Finance

 May 13, 2024

 Page 4

 8. We note your response to prior comment 23. Please clarify your disclosures
on page 140 that indicate your performance obligation is to provide a development service that enhances an asset that the customer controls
and you receive payment upon reaching milestones. Tell us how this disclosure is consistent with your revenue recognition policy disclosure
that does not reference this accounting.

Response:

In response to the Staff’s
comment, Cycurion has revised its disclosure on page 146 of Amendment No. 3 and has removed that language in Amendment No. 3.

 9. We note your response to prior comment 24. Please clarify your disclosures
on page 140 that state “We are not able to reasonably measure the outcome of our performance obligations that are satisfied over
time because we are in the early stages of the contracts. Therefore, the amount of performance that will be required in our contracts
cannot be reliably estimated and we recognize revenue up to the amount of costs incurred.” Tell us how this disclosure is consistent
with your revenue recognition policy disclosure that does not reference this accounting.

Response:

In response to the Staff’s
comment, Cycurion has revised its disclosure on page 146 of Amendment No. 3 and has removed that language in Amendment No. 3.

Note 4 - Refundable Deposit for Acquisition,
page F-54

 10. Your revised disclosures in response to prior comment 26 indicate that in the
event that the Company is unable to complete this transaction, the Company’s management believes it would not be able to recover
the deposit from SLG as it is nonrefundable; however, management believes failure to complete the transaction is remote. You also state
in your response that “With respect to lack of inclusion of financial statements for SLG, related proforma financial information,
and significance test calculations, the Company does believe that any such financial disclosure is required.” Clarify this statement.
If such financial information is required, it must be provided in your next amendment. In addition, provide us with your analysis that
addresses whether the acquisition is deemed probable. Refer to Rule 8-04 of Regulation S-X. Provide us with your significance test calculations
in accordance with Rule 1-02(w) of Regulation S-X. In general, S-X 3-05 and S-X 8-04 require the filing of separate pre-acquisition historical
financial statements when the acquisition of a significant business has occurred or is probable. Lastly, ensure that the disclosures throughout
the filing clearly describe the status of this transaction.

Response:

In response to the Staff’s
comment, the Company respectfully advises Staff, as of the date of filing Amendment No. 3, Cycurion maintains the unfettered right not
to close its potential transaction with SLG Innovation, Inc. (“SLG”); however, Cycurion expects that the failure
to complete that transaction is remote and that it will close shortly after the closing of the pending business combination with the Company.
Accordingly, Amendment No. 3 includes audited financial statements for SLG for its fiscal years ended December 31, 2023 and 2022 on pages
F-51 to F-63. Amendment No. 3 also includes pro forma financial statements on an “as-if” basis, assuming that the b

United States securities and exchange commission logo
February 15, 2024
James Patrick McCormick
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed January 30, 2024
File No. 333-269724
Dear James Patrick McCormick:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 29, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 44
1.We note your response to prior comment 1.  Please provide us with reconciliations
of the Cycurion [Pre-Merger] amounts in your table on the cover page to your
consolidated financial statements and the Cycurion [Post-Merger] amounts in your table to
your pro forma financial information.
Abstentions and Broker-Non Votes, page 73
2.We note that you updated the voting standard for "Proposal 5 —The Directors
Proposal" on page 97, but did not update the disclosures in this section to reflect the
appropriate voting standard for each Proposal. Please revise.

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 February 15, 2024 Page 2
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
February 15, 2024
Page 2
Legal Proceedings, page 123
3.We note your response to prior comment 15 of our letter dated March 14, 2023.  Please
revise your disclosures accordingly.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Our Business, page 134
4.We note your response to prior comment 16.  Please tell us your consideration of
disclosing the Average Number of Customers and Gross Labor Hours for each period
presented and include a quantified discussion of such measures and discuss any significant
fluctuations. We refer you to Item 303(a) of Regulation S-K and Section III.B.1 of SEC
Release No. 33-8350.
Liquidity and Capital Resources, page 139
5.We note your response to prior comment 17. 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 Item 303(b)(1) of Regulation S-K.
Critical accounting policies and significant judgments and estimates, page 141
6.We note your response to prior comment 18. Please revise your disclosures to include a
critical accounting policy to discuss the estimates and assumptions associated with
goodwill.  Tell us whether any of your reporting units are at risk of failing a quantitative
analysis and if so, revise your critical accounting policies to disclose:

•The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
•The amount of goodwill allocated to the reporting unit:
•A discussion of the degree of uncertainty, which includes specifics to the extent
possible, associated with key assumptions used your analysis; and
•A description of potential events and/or changes in circumstance that could
reasonably be expected to negatively affect the key assumptions.

If you have determined that estimated fair values substantially exceed the carrying values
of your reporting units, please disclose such determination. We refer to Item 303(b)(3) of
Regulation S-K.

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 February 15, 2024 Page 3
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
February 15, 2024
Page 3
Cycurion, Inc.
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-49
7.We note your response to prior comment 19. Please revise your disclosures to explain how
you establish the transaction price and describe the method used to measure revenue to be
recognized. Refer to ASC 606-10-25-31 to 25-37 and 32-2.
8.We note your response to prior comment 23. Please clarify your disclosures on
page 140 that indicate your performance obligation is to provide a development service
that enhances an asset that the customer controls and you receive payment upon reaching
milestones. Tell us how this disclosure is consistent with your revenue recognition policy
disclosure that does not reference this accounting.
9.We note your response to prior comment 24.  Please clarify your disclosures on
page 140 that state “We are not able to reasonably measure the outcome of our
performance obligations that are satisfied over time because we are in the early stages of
the contracts. Therefore, the amount of performance that will be required in our contracts
cannot be reliably estimated and we recognize revenue up to the amount of costs
incurred.” Tell us how this disclosure is consistent with your revenue recognition policy
disclosure that does not reference this accounting.
Note 4 - Refundable Deposit for Acquisition, page F-54
10.Your revised disclosures in response to prior comment 26 indicate that in the event that
the Company is unable to complete this transaction, the Company’s management believes
it would not be able to recover the deposit from SLG as it is nonrefundable; however,
management believes failure to complete the transaction is remote. You also state in
your response that "With respect to lack of inclusion of financial statements for SLG,
related proforma financial information, and significance test calculations, the Company
does believe that any such financial disclosure is required." Clarify this statement. If such
financial information is required, it must be provided in your next amendment. In
addition, provide us with your analysis that addresses whether the acquisition is deemed
probable. Refer to Rule 8-04 of Regulation S-X. Provide us with your significance test
calculations in accordance with Rule 1-02(w) of Regulation S-X.  In general, S-X 3-05
and S-X 8-04 require the filing of separate pre-acquisition historical financial statements
when the acquisition of a significant business has occurred or is probable. Lastly, ensure
that the disclosures throughout the filing clearly describe the status of this transaction.

 FirstName LastNameJames Patrick  McCormick
 Comapany NameWestern Acquisition Ventures Corp.
 February 15, 2024 Page 4
 FirstName LastName
James Patrick  McCormick
Western Acquisition Ventures Corp.
February 15, 2024
Page 4
Note 5. Fixed Assets, page F-55
11.We note your response to prior comment 27. Please reconcile your disclosures on page F-
55 that indicate you paid $2,400,000 with your disclosures on page 136 that indicate the
consideration for the acquired technology assets was 1,802,444 restricted shares of your
Common Stock to Sabres that you valued at approximately $1,824,000.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Wilson at 202-551-6388 or Jeff Kauten at 202-551-3447 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Keith J. Billotti

CORRESP
1
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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

United States securities and exchange commission logo
December 21, 2023
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, New York 10004
Re:Western Acquisition Ventures Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 21, 2023
File No. 001-41214
Dear Stephen Christoffersen:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Joseph P. Galda

United States securities and exchange commission logo
November 29, 2023
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 2, 2023
File No. 333-269724
Dear Stephen Christoffersen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 14, 2023 letter.
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.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 November 29, 2023 Page 2
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
November 29, 2023
Page 2
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.
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.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statements
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.
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.
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.
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.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 November 29, 2023 Page 3
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
November 29, 2023
Page 3
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.
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.
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.
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.
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.
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.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 November 29, 2023 Page 4
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
November 29, 2023
Page 4
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.
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.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
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.
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.
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 analysis and clarify whether you performed a
qualitative or quantitative assessment, or both. Also, tell us whether any of your reporting
units are at risk of failing a quantitative analysis and if true, revise your critical accounting
policies to disclose:

•The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
•the amount of goodwill allocated to the reporting unit;
•A discussion of the degree of uncertainty, which includes specifics to the extent
possible, associated with key assumptions used your analysis; and
•A description of potential events and/or changes in circumstance that could
reasonably be expected to negatively affect the key assumptions.

If you have determined that estimated fair values substantially exceed the carrying values

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 November 29, 2023 Page 5
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
November 29, 2023
Page 5
of your reporting units, please disclose such determination. We refer to Item 303(a)(3)(ii)
of Regulation S-K and Section V of SEC Release 33-8350.
Cycurion, Inc.
Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-48
19.We note that your Advisory Consulting practice is selling the time of highly trained
engineers to Governmental entities, and the performance obligations in the agreements are
generally combined into one performance obligation, as they are considered a series of
distinct services, and are satisfied over time because the client simultaneously receives
and consumes the benefits provided as the Company performs the services. Tell us
whether there are instances where the performance obligations in the contract are not the
selling of time.  Please clarify the performance obligations in these contracts and provide
us with your analysis regarding how you determined that the services in these contracts
should be combined. We refer you to ASC 606-10-25-19 through 22.
20.You disclose that management has determined that its managed security service practice is
a bundle of cybersecurity software tools, and expert 24x7x365 monitoring and breach
resolution service that is accounted for as a single performance obligation that is delivered
over time which is typically a month; the components of the bundle have individual
commercial value; however, management believes assigning stand-alone value to each
component is impractical because each component would not be able to be fully
implemented or utilized if not packaged with the other components; therefore,
management believes the MSSP can only be sold as a bundle package over
time. Please provide us with your analysis regarding how you determined that the
components and services in these contracts should be combined. Clarify your disclosures
that indicate the performance obligation is delivered over time, which is typically a month.
21.We note that your managed service provider line of business offers IT infrastructure
support such as desktop support, and in-house or cloud-based network infrastructure
troubleshooting. Please provide us with an analysis of how you determined that
these services should be accounted for as a single performance obligation.  Explain the
disclosures in your prior filing that indicate the managed service provider line of business
includes network services that are project-based.  Clarify your disclosures that
indicate the performance obligation that is delivered over time, which is typically a
month.
22.Please clarify your disclosures that indicate your software as a service is a suite of
cybersecurity tools are delivered remotely or on customer premises. Clarify your
disclosures that indicate that the service is delivered on a monthly basis.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 November 29, 2023 Page 6
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
November 29, 2023
Page 6
23.We note your response to prior comment 28.  Please clarify your disclosures on page 137
that indicate your performance obligation is to provide a development service that
enhances an asset that the customer controls and you receive payment upon reaching
milestones.
24.We note your response to prior comment 29.  Please clarify your disclosures on page
137 that state "We are not able to reasonably measure the outcome of our performance
obligations that are satisfied over time because we are in the early stages of the contracts.
Therefore, the amount of performance that will be required in our contracts cannot be
reliably estimated and we recognize revenue up to the amount of costs incurred."
25.You disclose that management has determined that its services business can be segregated
into four lines of business.  Please tell us your consideration of providing disclosure of
disaggregated revenue.  We refer you to ASC 606-10-50-5.
Note 4 - Refundable Deposit for Acquisition, page F-52
26.We note your response to prior comment 32.  Please tell us how you assessed the
collectability of the refundable deposit. Explain your consideration of including financial
statements of SLG for the required periods pursuant to Rule 8-04 of Regulation S-X and
pro forma financial information pursuant to Article 11 of Regulation S-X.   Provide us
with your significance test calculations in accordance with Rule 1-02(w) of Regulation S-
X.
Note 5. Fixed Assets, page F-53
27.We note your response to prior comment 34.  Please reconcile your disclosures on page 53
that indicate you paid $2,400,000 with your disclosures on page 133 that indicate
the consideration for the acquired technology assets was 1,802,444 restricted shares of
your Common Stock to Sabres that you valued at approximately $1,824,000.
            Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Gibbs-Tabler at 202-551-6388 or Jeff Kauten at 202-551-3447
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       J.P. Galda

CORRESP
1
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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

United States securities and exchange commission logo
March 14, 2023
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, NY 10004
Re:Western Acquisition Ventures Corp.
Registration Statement on Form S-4
Filed February 13, 2023
File No. 333-269724
Dear Stephen Christoffersen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 2
 FirstName LastNameStephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 2
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.
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."
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.
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.
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.
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.
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

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 3
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 3
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.
Cautionary Note Regarding Forward-Looking Statements, page 67
8.We note your reliance upon the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995 in connection with your disclosures.
Please revise to include language acknowledging the legal uncertainty of the availability
of the safe harbor in the context of a SPAC business combination.
Special Meeting of Western Stockholders
Abstentions and Broker Non-Votes, page 71
9.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.
Proposal 1 - The Business Combination Proposal
Opinion of the Western Financial Advisor, page 79
10.Please tell us why you reference the Petra Board when it appears that the fairness opinion
is addressed to the board of Western Acquisition Ventures Corp.
Related Agreements, page 79
11.Please disclose the exceptions to the lock-up agreements.
Director Independence, page 114
12.We note that Mr. Okunabi is not included in the list of independent directors under
Nasdaq Listing Rules but later he is listed as an independent director on the Audit
Committee and Nominating Committee. Please revise your disclosures for consistency.
Our Business, page 123
13.Please clarify your statement that your “growth engine is driven by organic business
solutions" to provide further context.
Acquisition of Technology, page 126
14.You indicate that the AI underpinning the MDP platform “learns” through a
crowdsourcing process. Please describe this process with specificity and explain the risks
associated with crowdsourcing and how Cycurion mitigates these risks.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 4
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 4
Legal Proceedings, page 126
15.Please reconcile your disclosures in this section with your disclosures on page F-55 that
indicate on April 20, 2022, the Company settled litigation with the former sellers of
Cloudburst for $200,000 in exchange for their tendering to the Company for cancellation
(i) the $900,000 promissory notes and (ii) 186,048 shares of common stock that the
Company had issued to them in connection with their selling Cloudburst to the Company
in April 2019.
SLG Assignment Agreement, page 126
16.Please file the SLG Acquisition Agreement of May 2021 as an exhibit or explain why it
should not be filed.
Executive Officer and Director Compensation of Cycurion, page 133
17.Please update your executive compensation disclosure to include the fiscal year ended
December 31, 2022.

Summary Compensation Table, page 133
18.Please describe the material terms of each named executive officer's employment
agreement or arrangement, whether written or unwritten. Refer to Item 402(o) of
Regulation S-K.

Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Our Business, page 136
19.We note from your disclosures beginning on page D-11 that various metrics were used to
project revenues and cost of sales for each business segment. If these metrics are used by
management to manage the business, and promote an understanding of the company's
operating performance, they should be identified as key performance indicators and
discussed pursuant to Item 303(a) of Regulation S-K and Section III.B.1 of SEC Release
No. 33-8350. Please tell us your consideration of disclosing these metrics, or other key
performance indicators used.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Cycurion
Acquisition of Technology, page 138
20.You state that you plan to integrate Sabres SaaS platforms into your existing service
offerings. Please update your disclosure concerning the Sabres SaaS Asset Purchase,
which closed on September 30, 2021, to indicate the status of the integration into your

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 5
 FirstName LastNameStephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 5
Managed Security Services Practice.
Liquidity and Capital Resources, page 145
21.Please revise your disclosures to focus on the primary drivers and other material factors
necessary to obtain an understanding of your cash flows and the indicative value of
historical cash flows. As an example, 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.
Critical accounting policies and significant judgments and estimates, page 148
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 analysis and clarify whether you performed a qualitative or quantitative
assessment, or both. Also, tell us whether any of your reporting units are at risk of failing
a quantitative analysis and if true, revise your critical accounting policies to disclose:

•The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
•the amount of goodwill allocated to the reporting unit;
•A discussion of the degree of uncertainty, which includes specifics to the extent
possible, associated with key assumptions used your analysis; and
•A description of potential events and/or changes in circumstance that could
reasonably be expected to negatively affect the key assumptions

If you have determined that estimated fair values substantially exceed the carrying values
of your reporting units, please disclose such determination. We refer to Item 303(a)(3)(ii)
of Regulation S-K and Section V of SEC Release 33-8350
Western Acquisition Ventures Corp.
Subsequent Events, page F-32
23.There appear to be material subsequent events that are not disclosed in your unaudited
financial statements for the nine months ended September 30, 2022.  For instance, your
disclosures in this section do not discuss the 10,729,779 Public Shares that were redeemed
in exchange for $109,436,586 or changes to the Business Combination Marketing
Agreement with A.G.P.  Please advise.
Cycurion, Inc.
Consolidated Balance Sheet, page F-35
24.When the caption "Commitments and Contingent Liabilities" is included on the balance
sheet, the amount column should be left blank and not indicated with a dash (-) since the

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 6
 FirstName LastNameStephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 6
dash might be interpreted to mean that there are neither commitments nor contingent
liabilities.
Consolidated Financial Statements
Note 1 - Organization and Description of the Business, page F-39
25.We note your Summary of Revenues and Direct Expenses by Business Segment
beginning on page D-20.  Please tell us how you considered the guidance in ASC 280-10-
50.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-41
26.You disclose that management has determined that its services represent a single
performance obligation that is delivered over time.  Please help us understand the nature
of the services transferred in these contracts and provide us with your analysis regarding
how you determined that the services in these contracts should be combined. We refer you
to ASC 606-10-25-19 through 22.
27.Please clarify your disclosures that indicate typically, the performance obligations in the
contract are the delivery of service hours.  Tell us whether there are instances
where performance obligations in the contract are not the delivery of service hours.
28.Please clarify your disclosures on page 146 that indicate you receive payment upon
reaching milestones.
29.Please clarify your disclosures on page 146 that state "We are not able to reasonably
measure the outcome of our performance obligations that are satisfied over time because
we are in the early stages of the contracts. Therefore, the amount of performance that will
be required in our contracts cannot be reliably estimated and we recognize revenue up to
the amount of costs incurred."
30.Your disclosures on page D-9 state "The Managed Solutions business represents managed
IT services and offers network services solutions to support its managed IT and other
customers. The Company’s managed IT business is subscription-based, and the fees
charged vary depending on their customer’s requirements. Network services is project-
based."  Please explain how you recognize the subscription-based and project-based
revenues.
31.Your disclosures on page D-9 state "The MSSP business, like Managed Solutions, is
subscription based. The key difference is that the MSSP business segment relates to
cybersecurity, and this is also known as a SOC-as-a-Service."  Please explain how you
recognize SOC-as-a-Service revenues.
Note 4 - Refundable Deposit for Acquisition, page F-44
32.We note that as of September 30, 2022 and December 31, 2021, the balance was

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 Comapany NameWestern Acquisition Ventures Corp.
 March 14, 2023 Page 7
 FirstName LastNameStephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 7
comprised of $561,808 in cash advances and loans to SLG, $20,000 of related due
diligence costs, and $1,418,192 in accounts receivables owed to the Company by
SLG.  Explain the terms and conditions associated with the refundable deposit.  Tell us
how you assessed the collectability of the refundable deposit.  Clarify your disclosures on
page 123 that indicate you currently expect to close the transactions contemplated by it
during the first calendar quarter of 2022.
Note 5 - Fixed Assets, page F-45
33.We note that a significant portion of your services and operations rely on software that is
licensed from third-party vendors.  We also note that in September 2021, Cycurion
purchased the assets of Sabres, including its MDP SaaS platform.  P

United States securities and exchange commission logo
December 16, 2022
Stephen Christoffersen
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 7, 2022
File No. 001-41214
Dear Stephen Christoffersen:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joseph P. Galda, Esq.

CORRESP
1
filename1.htm

J.P. Galda & Co.

Attorneys-at-Law

40 Montgomery Avenue, LTW 220

Ardmore, Pennsylvania 19003

Telephone (215) 815-1534

December 15, 2022

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Joseph Ambrogi

  Maryse Mills-Apenteng

Re: Western Acquisition Ventures Corp.

Preliminary Proxy Statement on Schedule 14A

Filed on December 7, 2022

Commission File No. 001-41214

Ms. Mills-Apenteng and Mr. Ambrogi:

We are in receipt of the Staff's comment letter
dated December 13, 2022 (the "Comment Letter") relating to the above-captioned Preliminary Proxy Statement (the “Proxy
Statement”).

We have consulted with the members of the sponsor
group and please be advised that with the exception of Alpha Capital Anstalt, all members of the sponsor group are U.S. Persons. Alpha
Capital Anstalt is a Liechtenstein entity which is controlled by directors who are nationals of Switzerland and Austria. In the definitive
proxy, we will disclose the risk that the initial business combination with Cycurion may be subject to review by a U.S. Government agency
(such as CFIUS), and that as a consequence of the time necessary for government review of the transaction or a decision to prohibit the
transaction could prevent the Company from completing its initial business combination and require liquidation of the Company. We will
also disclose the consequences of liquidation to investors, including those cited in the Comment Letter.

We intend to file the definitive proxy statement
with this disclosure on Monday, December 19, 2022 and mail promptly thereafter. In accordance with my phone conversation with Mr. Ambrogi,
we do not intend to file revised preliminary proxy materials with the Commission. Please get back to me at your earliest convenience if
there is any objection to this course of action.

    Kind regards,

    J.P. Galda

    Very truly yours,

    /s/ Joseph P. Galda

CORRESP
1
filename1.htm

J.P. Galda & Co.

Attorneys-at-Law

40 Montgomery Avenue, LTW 220

Ardmore, Pennsylvania 19003

Telephone (215) 815-1534

December 16, 2022

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: 	Joseph Ambrogi

Re: Western Acquisition Ventures Corp.

Preliminary Proxy Statement on Schedule 14A

Filed on December 7, 2022

Commission File No. 001-41214

Mr. Ambrogi:

Thank you for your telephone call regarding our
proposed revision to the preliminary proxy statement. Here is the proposed language to be included as a risk factor in the paragraph entitled
 “Vote Required”:

We may not be able to complete an initial business
combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and
review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our
sponsor, Western Acquisition Ventures Sponsor LLC, a Delaware corporation,
has equity holders that reside outside the United States. We therefore may be considered a “foreign person” under the regulations
administered by CFIUS and will continue to be considered as such in the future for so long as our sponsor has the ability to exercise
control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject
to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”),
to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even
with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories
of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction,
we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with
the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.
CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect
to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining
CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities
that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could
complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose
acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government
review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If
we cannot complete our initial business combination by January 11, 2023 (or July 11, 2023 if the Extension Proposal is approved by the
shareholders) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited
by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, based on the trust account balance as of
December __, 2022, our public shareholders may only receive approximately $10.XX per share, and our warrants will expire worthless. This
will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment
through any price appreciation in the combined company.

We are finalizing the redemption
number which will be inserted in the blank above. Please get back to me with any further questions or comments.

Very truly yours,

/s/ Joseph P. Galda

United States securities and exchange commission logo
December 13, 2022
Stephen Christoffersen
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 on December 7, 2022
File No. 001-41214
Dear Stephen Christoffersen:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 7, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. Also revise your
filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses

 FirstName LastNameStephen  Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 December 13, 2022 Page 2
 FirstName LastName
Stephen  Christoffersen
Western Acquisition Ventures Corp.
December 13, 2022
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
            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 Joseph Ambrogi at 202-551-4821 or Maryse Mills-Apenteng at 202-551-
3457 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joseph P. Galda, Esq.

CORRESP
1
filename1.htm

A.G.P./Alliance Global Partners

590 Madison Avenue

New York, New York 10022

January 7, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Western Acquisition Ventures Corp. (the “Company”)

    File No. 333-260384

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P./Alliance
Global Partners, as representative of the underwriters, hereby joins the request of the Company that the effective date of the above-referenced
registration statement on Form S-1, as amended (the “Registration Statement”) be accelerated so that it will become effective
at 4:00 p.m. Eastern Time on Tuesday, January 11, 2022, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the
distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

    Very truly yours,

    A.G.P./Alliance Global Partners

    By:
    Thomas Higgins

    /s/ Thomas Higgins

    Name:
    Thomas Higgins

    Title:
    Managing Director

CORRESP
1
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Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, NY 10004

January 7, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ameen Hamady and Wilson Lee

    Re:
    Western Acquisition Ventures Corp.

    Registration Statement on Form S-1, as amended

    Filed October 20, 2021

    File No. 333-260384

Dear Ameen Hamady and Wilson Lee:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Western Acquisition Ventures Corp. hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Tuesday, January 11, 2022, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Stephen Christoffersen

    Stephen Christoffersen

    Chief Executive Officer

    cc:
    Reed Smith LLP

Sullivan & Worcester LLP

CORRESP
1
filename1.htm

Western Acquisition Ventures Corp.

42 Broadway, 12th Floor

New York, New York 10004

VIA EDGAR

October 20, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Ameen Hamady and Wilson Lee

    Re:

    Western Acquisition Ventures Corp.

    Registration Statement on Form S-1

    Filed July 13, 2021

    CIK No. 0001868419

Dear Ameen Hamady and Wilson Lee:

Western Acquisition Ventures Corp., a Delaware corporation (the “Company,”
 “we,” “our” or “us”), hereby transmits the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
dated August 6, 2021, regarding the Company’s Draft Registration Statement on Form S-1 submitted confidentially to the Commission
on July 13, 2021 (the “Registration Statement”). For the Staff’s convenience, the Company has repeated below
the Staff’s comment in bold, and have followed the comment with the Company’s response.

Draft Registration Statement on Form S-1 confidentially submitted
July 13, 2021

Capitalization, page 74

 1. We note that you are offering 15,000,000 shares of common
stock as part of your initial public offering of units, but only show 14,644,791 shares subject to possible redemption in your Capitalization
table. Please tell us how you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or
other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable
date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 15,000,000 shares were not required to be presented outside of permanent equity and part of shares subject to possible
redemption.

In making its accounting conclusion, the Company
considered ASC 480-10-S99-3A, which requires preferred securities (and other redeemable equity securities by analogy) that are redeemable
for cash or other assets to be classified outside of permanent equity if they are redeemable: (1) at a fixed or determinable price on
a fixed or determinable date; (2) at the option of the holder; or (3) upon the occurrence of an event that is not solely within the control
of the issuer.

Based on further analysis, the Company now believes
the treatment presented in the DRS is incorrect and has revised the Registration Statement accordingly.

The Company’s common stock shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly,
common stock shares are subject to possible redemption are presented in the Registration Statement at redemption value as temporary equity,
outside of the shareholders’ equity section of the Company’s balance sheet.

The Company thanks the Staff for its review of
the foregoing. If you have further comments, please feel free to contact to the Company’s counsel, Marc Hauser, at mhauser@reedsmith.com
or by telephone at (415) 659-4814.

    Sincerely,

    /s/ Stephen Christoffersen

    Stephen Christoffersen

    Chief Executive Officer

    Western Acquisition Ventures Corp.

cc:

Marc Hauser, Esq.

Ari Edelman, Esq.

Reed Smith LLP

United States securities and exchange commission logo
September 16, 2021
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, New York 10004
Re:Western Acquisition Ventures Corp.
Draft Registration Statement on Form S-1
Response dated August 24, 2021
CIK No. 0001868419
Dear Mr. Christoffersen:
            We have reviewed your supplemental response and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
August 6, 2021 letter.
Response letter dated August 24, 2021
Capitalization, page 74
1.We have considered your response to comment 1.  We are unable to agree with your view
that the $5 million net tangible limitation provided in your Amended and Restated
Certificate of Incorporation qualifies a portion of your redeemable Class A shares for
permanent equity classification in accordance with ASC 480-10-S99-3A for the following
reasons:
•Each redeemable Class A share is redeemable outside the control of the Company.
Such shares will become redeemable either as a result of a business combination or
by passage of time.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 September 16, 2021 Page 2
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
September 16, 2021
Page 2
•The intention is that in all cases the redeemable Class A shareholders will have their
investment reimbursed, unless they choose otherwise, whether as a result of a
business combination or as the result of the failure to achieve a business combination.
•The unit of accounting is the individual share as each share has the right to be
redeemed at the holders’ option upon a business combination.  While the Company’s
charter (articles of incorporation/articles of association) stipulates that redemptions
will be limited to $5 million in net tangible assets, the company does not control
whether or not that threshold is ever reached in terms of the capital available from the
redeemable Class A shareholders, nor does the company control which specific
shareholders chose to redeem or not redeem.
Please revise your Capitalization table to classify all redeemable Class A redeemable
shares as temporary equity.
            You may contact Ameen Hamady at (202) 551-3891 or Wilson Lee at (202) 551-3468 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at (202) 551-3269 or Erin E. Martin at (202) 551-3391 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Marc D. Hauser, Esq.

United States securities and exchange commission logo
August 6, 2021
Stephen Christoffersen
Chief Executive Officer
Western Acquisition Ventures Corp.
42 Broadway, 12th Floor
New York, New York 10004
Re:Western Acquisition Ventures Corp.
Draft Registration Statement on Form S-1
Submitted July 13, 2021
CIK No. 0001868419
Dear Mr. Christoffersen:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted July 13, 2021
Capitalization, page 74
1.We note that you are offering 15,000,000 shares of common stock as part of your initial
public offering of units, but only show 14,644,791 shares subject to possible redemption
in your Capitalization table.  Please tell us how you considered the guidance in ASC 480-
10-S99-3A, which requires securities that are redeemable for cash or other assets to be
classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 15,000,000 shares were not required to be presented outside of
permanent equity and part of shares subject to possible redemption.

 FirstName LastNameStephen Christoffersen
 Comapany NameWestern Acquisition Ventures Corp.
 August 6, 2021 Page 2
 FirstName LastName
Stephen Christoffersen
Western Acquisition Ventures Corp.
August 6, 2021
Page 2
            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
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement.  Refer to Rules 460 and 461 regarding requests for acceleration.
            You may contact Ameen Hamady at (202) 551-3891 or Wilson Lee at (202) 551-3468 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at (202) 551-3269 or Erin E. Martin at (202) 551-3391 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Marc D. Hauser, Esq.