Western Acquisition Ventures Corp.

The company is publicly stating its own acquisition is unlikely to close on time, and naming two failures on the target side — a key employee refusing to join and audited financials never delivered. Missing audited statements is usually fatal to a public-company acquisition because the buyer cannot file the required financial information. With the Outside Date arriving two days after this disclosure, termination is the base case, which removes the growth story the buyer has been financing itself against.

Letting an equity incentive plan issue preferred stock is unusual and consequential: preferred typically ranks ahead of common on dividends and liquidation, so compensation awards can now be senior to the shares public holders own. Combined with the plan administrator's discretion over which class satisfies the reserve, this gives the board latitude to create senior securities without a separate stockholder vote. For a company already issuing Series H preferred to close an acquisition, that is a meaningful expansion of authority.

This is a delisting determination, not a deficiency notice — the usual 180-day cure is unavailable because the company already ran a 1-for-30 reverse split within the prior year, which is exactly the rule that stops issuers from splitting their way to compliance repeatedly. The only thing keeping the stock listed is a hearing request, which stays the suspension and the Form 25-NSE filing pending the panel's decision. The company itself gives no assurance the panel will grant continued listing.

The consideration is mostly deferred and partly contingent: $1,250,000 cash at closing, a secured promissory note of $4,250,000 bearing 7.0% and maturing three years after issuance, up to $1,000,000 of contingent cash on stated earnout criteria, and warrants over up to 2,000,000 shares at an exercise price of $2.80. The note is to be secured by certain of the acquired assets under a security agreement to be entered at closing.

The preferred stack dwarfs the common: 6,786,417 preferred shares converting at 25.7 common each would produce far more shares than the 10,662,429 common outstanding, so existing holders face dilution of an order of magnitude, restrained only by ownership blockers that slow rather than prevent conversion. A CFO change taking effect the day the record date was set adds reporting risk. The Western Acquisition trust was released at the de-SPAC.

Proposal 7 is the one with capital-structure consequence: it seeks authority for one or more charter amendments effecting one or more reverse stock splits at ratios between 3:1 and 75:1 and in the aggregate not more than 250:1. As of the record date there were 10,662,429 common shares and 6,786,417 preferred shares outstanding; of the preferred, 116,750 shares designated across Series A, C, E, F, G and H vote on an as-converted basis and cumulatively convert into 1,585,363 common shares, while Series B, D and I do not vote.

This version was superseded within days. Cycurion filed a further preliminary proxy on June 17, 2026, accession 0001493152-26-029089, which moves the meeting to July 23, 2026 and adds an eighth proposal seeking authority for one or more reverse stock splits at ratios between 3:1 and 75:1 and in the aggregate not more than 250:1. The record date stays June 1, 2026. Anything treating this filing as the operative ballot would carry the wrong meeting date and would miss the reverse-split authority entirely, so the later filing is the one a holder must act on.

The arithmetic is the story: 3,314,920 potential new shares against 4,188,187 outstanding is roughly 79% dilution from one warrant tranche. Rule 5635(d) exists precisely because an issuance of that size below market needs shareholder approval, and a company only reaches for it when it is financing through warrant exercises rather than operations. For Western Acquisition Ventures' outcome record this is what the post-close capital structure did to the holders who stayed in.

The 15,000,000 headline is not the whole issuance. The filing's own table groups notes 1 to 5 as the 15,000,000 shares covering Cycurion's common stock, Series A preferred and warrants, and separately groups notes 6 to 8 as 26,412,208 post-merger common share equivalents attributable to the Series B and Series D preferred and their warrants. The Series D tranche alone exchanges $3,333,333.33 of convertible debt for preferred equivalent to 6,666,667 common shares plus warrants equivalent to 7,272,728 shares. Seven pre-effective amendments in, the statement is still not effective.

Those footnotes make the dilution legible for the first time: the 15,000,000 shares cover only the common, Series A, Series C and other-warrant groupings, while the Series B and Series D groupings in notes 6 through 8 sit outside that number. Series B alone accounts for 6,000,000 common equivalents plus warrants over another 6,000,000, and holders of $3,333,333.33 of convertible debt receive Series D equivalent to 6,666,667 shares plus warrants over 7,272,728 shares and 472,813 shares. The headline 15,000,000 is therefore not the total being issued.

Redemptions have taken almost the entire trust: after six prior extensions the amount held was approximately $1,834,540 as of December 16, 2024, against the roughly $116,150,000 deposited at the IPO — about 1.6% remaining. The trust amendment sets the price of another three months at $100 total, so the sponsor pays essentially nothing to keep the shell alive. The board states there is not sufficient time before January 11, 2025 to complete the proposed combination.

The vote is effectively already decided: the filing states that as of its date the Sponsor, A.G.P. and the Insiders own 90.8% of Western's issued and outstanding common stock, and the Sponsor Support Agreement binds them to vote in favour of the combination, against any competing business combination and against any adjournment proposal except as permitted. Cycurion's officers, directors and key stockholders are bound by a matching Company Support Agreement. Lock-Up Securities may not be transferred for 12 months after the Closing Date.

After five prior extensions and the redemptions that came with each, the trust held approximately $2,600,504 as of September 20, 2024 — about 2.2% of the roughly $116,150,000 originally deposited. The board states there is not sufficient time before October 11, 2024 to complete the proposed combination given the projected timetable. At $100 per three-month extension, the sponsor's cost of keeping the shell alive is nominal while public holders' remaining trust claim shrinks with every redemption round.

The Sponsor, A.G.P. and the Insiders own 90.8% of Western's issued and outstanding common stock as of the date of the filing, and they have contracted under the Sponsor Support Agreement to vote in favour of the business combination and against any competing one, so the shareholder vote is effectively already decided. Their Lock-Up Securities cannot be transferred for 12 months after closing. Cycurion's capital structure arrives largely intact: $3,333,333.33 of debt is exchanged at closing into Series D preferred, and several warrant tranches carry over one-for-one.

Four prior extensions and their redemptions have left approximately $2,600,504 in the trust as of June 24, 2024, roughly 2.2% of the original $116,150,000, and the board says there is not sufficient time before July 11, 2024 to complete the proposed combination given the projected timetable. The $100 deposit means the sponsor is not funding the trust in any meaningful sense; the extension costs the remaining public holders time rather than costing the sponsor money.

The vote is effectively already decided. The filing states that the Sponsor, A.G.P. and the Insiders own 90.8% of Western's issued and outstanding common stock, and under the Sponsor Support Agreement they have agreed to vote in favour of the business combination and against any competing transaction, any change of business or board, and any adjournment proposal. Their Lock-Up Securities may not be transferred for 12 months after closing. Cycurion's key stockholders gave a matching Company Support Agreement, so what is open to a public holder is the redemption election rather than the outcome.

Three prior extensions and their redemptions had already reduced the trust to approximately $2,966,591 as of January 31, 2024 — about 2.6% of the original $116,150,000 — and the balance would fall again to roughly $2.6 million by June and $1.8 million by December as the company kept extending at $100 a time. The board states there is not sufficient time before April 11, 2024 to complete the proposed combination given the projected timetable.

The $95 million pre-money valuation is stated outright here, and it is what the 9,500,000 consideration shares are meant to represent. The vote is not in doubt: the Sponsor, A.G.P. and the Insiders own 90.8% of Western's issued and outstanding common stock and have agreed to vote in favour and against any competing transaction, with a 12-month lock-up on their Lock-Up Securities after closing. The allocation table also carries a Series B tranche of 4,000,000 presumptive preferred with matching 4,000,000 warrants, and $3,333,333.33 of debt exchanged at closing.

The outcome is not in the public float's hands: as of October 28, 2023 the Sponsor, A.G.P. and the Insiders owned 91.4% of Western's issued and outstanding common stock, and under the Sponsor Support Agreement they have agreed to vote in favour and against any competing transaction, any change of business or board and any adjournment proposal, with a twelve-month lock-up on their Lock-Up Securities after closing. Cycurion's key stockholders gave a matching Company Support Agreement. What remains open to a public holder is the redemption election rather than the result.

The per-share consideration is the 9,500,000 Merger Consideration Shares divided by Fully Diluted Company Shares, and the filing defines that denominator explicitly: Cycurion's outstanding common stock, its Series A Convertible Preferred on an as-if-converted basis, the Cycurion Rollover Warrant Shares and the Cycurion Rollover RSU Shares. Rollover warrants and RSUs therefore dilute the common holders inside the ratio rather than after it. Cycurion RSU awards and warrants convert at the Common Stock Exchange Ratio, each rounded down.

What changed: Exhibit 99.1 to an 8-K filed under Western Acquisition Ventures Corp's CIK: Cycurion, Inc. (Nasdaq: CYCU) Q2 2026 results. Revenue was $3.8 million, against a stated Wall Street consensus of $3.62 million and $3.9 million a year earlier; gross profit $1.1 million at a 29.1% margin versus $0.2 million at 6.1%; EPS $(0.41) against consensus $(0.56); net loss $(4.0) million versus $(5.3) million; adjusted EBITDA $(1.4) million versus $(2.1) million; net debt $5.8 million, down from $8.1 million year over year. Why it matters: Gross margin moved from 6.1% to 29.1% on essentially flat revenue. The $54.6 million contract value and the $30 million revenue run rate are company statements about future and pro-forma amounts, with the contract work not starting until November 2026.

What changed: Cycurion, Inc. reported second-quarter revenue of $3,757,076 against $3,887,915 a year earlier and six-month revenue of $7,025,696 against $7,757,965, so revenue fell while gross profit rose to $1,093,337 from $235,937 for the quarter. Net loss was $4,039,567 for the quarter against $5,290,414, including a $1,930,427 loss on debt settlement. Cash fell to $1,873,287 from $5,255,235 at December 31, 2025, while goodwill and intangibles rose to $27,617,398 from $20,842,508 and current liabilities to $19,531,722. Why it matters: Current liabilities of $19,531,722 stand against total current assets of $5,950,751 — a working capital deficit of roughly $13.6 million on a company holding $1.87 million of cash. Convertible notes rose to $2,686,748 from $192,897 and accrued liabilities to $7,613,943 from $4,228,337, so the balance sheet is being funded by accruals and converts while intangibles grow through acquisition, including the Kustom video-solutions assets bought on August 3, 2026. An excise tax payable of $1,167,173 from the de-SPAC remains unpaid.

What changed: Item 8.01 8-K of Cycurion, Inc. (Nasdaq: CYCU). The filing states only that on August 7, 2026 the company issued a press release, furnished as Exhibit 99.1. The cover page lists the registered redeemable warrants as exercisable for one share at $345.00 per share. Why it matters: The 8-K body states no subject matter for the press release at all, so nothing about the event can be read from this document; the content is entirely in the furnished exhibit, which is not part of the text captured here.(flagged for human review)

What changed: Cycurion, Inc. consummated on August 3, 2026 the acquisition of substantially all assets of the video-solutions division of Kustom Entertainment, Inc. under an asset purchase agreement dated June 24, 2026 as amended July 23, 2026. Consideration is $1,250,000 in cash, a secured promissory note of $4,250,000, contingent earnout consideration of up to $1,000,000, and Series H Preferred Stock with an aggregate stated value of $600,000. The Series H accrues dividends at 12.0% per annum payable quarterly and converts at $1.45 per common share. Why it matters: Most of the price is debt: a $4,250,000 secured note against $1,250,000 of cash, secured on company assets under a security agreement, on a business that also owes an earnout of up to $1,000,000. The Series H replaced the 2,000,000 warrants originally contemplated, which is a smaller equity give but carries a 12% cash dividend and registration rights for resale of the conversion shares, plus a leak-out agreement pacing those sales.

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, signed a warrant inducement agreement on July 30, 2026 under which a holder exercises for cash warrants issued December 5, 2025 over 3,341,439 shares, at a price cut from $3.62 to $1.35 for that exercise, for expected gross proceeds of about $4.5 million before fees. Why it matters: The repricing from $3.62 to $1.35 marks where the shares actually trade, and the company is paying for $4.5 million of cash with 8.35 million shares of potential issuance — 3.34 million now plus 5.01 million of new warrants at $1.65. That is dilution of roughly 150% of the cash raised, the standard cost of an inducement deal for an issuer with no cheaper option. The new warrants also require a stockholder vote under Nasdaq rules, so approval risk sits between the holder and that upside.

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, entered an Amendment No. 1 and Forbearance / Extension Agreement on July 23, 2026 to its June 24, 2026 Asset Purchase Agreement with Kustom Entertainment, Inc. for that seller's video-solutions division. The parties forbear from exercising rights arising from the failure to close on time and extend closing to on or about September 15, 2026. As consideration Cycurion pays a non-refundable $250,000 in cash and replaces the 2,000,000 warrants with Series H Preferred of $600,000 stated value accruing 12.0% dividends quarterly. Why it matters: The buyer missed its own closing date and had to pay to keep the deal alive: $250,000 in non-refundable cash plus preferred stock carrying a 12% dividend, which is expensive capital for a company that days later had to reprice warrants to raise $4.5 million. Substituting preferred for warrants converts a contingent equity claim into a fixed-dividend obligation that ranks ahead of common. If the September 15, 2026 date also slips, the forbearance lapses and the seller's rights revive.

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, filed an Item 8.01 report furnishing two press releases, one issued July 30, 2026 as Exhibit 99.1 and one issued July 31, 2026 as Exhibit 99.2, together with the inline XBRL cover page. The body of the report states only that the releases were issued and attaches them; it gives no summary of their contents, no financial figures and no transaction terms. The report is signed by Chief Executive Officer L. Kevin Kelly. Why it matters: The substance sits entirely in the two exhibits, which are not reproduced in the captured text, so this summary cannot describe what was announced — confidence is set low for that reason. Context makes them worth chasing: in the same week the company repriced warrants to raise about $4.5 million and paid to extend an acquisition closing, so releases dated July 30 and 31, 2026 most likely relate to those events rather than to operating results.(flagged for human review)

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, disclosed that its May 7, 2026 Agreement and Plan of Merger with Halo Privacy, Inc. and havenX, Inc. faces an Outside Date of July 31, 2026 after which the parties may terminate. It says it is unlikely Halo and havenX can satisfy a material closing condition by then: the Key Employee Agreements must be effective before closing and a Key Employee has given written notice he will not join after closing. They have also failed to deliver the required audited financial statements. Why it matters: The company is publicly stating its own acquisition is unlikely to close on time, and naming two failures on the target side — a key employee refusing to join and audited financials never delivered. Missing audited statements is usually fatal to a public-company acquisition because the buyer cannot file the required financial information. With the Outside Date arriving two days after this disclosure, termination is the base case, which removes the growth story the buyer has been financing itself against.

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, filed an Item 8.01 report furnishing a single press release issued July 22, 2026 as Exhibit 99.1, together with the inline XBRL cover page. The body of the report states only that the release was issued and attaches it; no summary of its contents, financial figures or transaction terms appear in the filed text. The report is signed by Chief Executive Officer L. Kevin Kelly. Why it matters: The announcement itself is in the exhibit, which is not present in the captured text, so this summary cannot state what was disclosed — hence the low confidence. Timing gives the likely context: the company received a Nasdaq delisting determination on July 10, 2026 and was preparing a hearing request, while also renegotiating an acquisition and a warrant financing, so a release dated July 22, 2026 most plausibly concerns one of those matters rather than operating results.(flagged for human review)

What changed: Cycurion, Inc., the Western Acquisition Ventures Corp. successor, reported that at its annual meeting on July 23, 2026 stockholders approved an Amended and Restated 2025 Equity Incentive Plan. The amendments permit awards over preferred stock as well as common, including restricted preferred, preferred units, dividend equivalent rights and stock appreciation rights, and let the share reserve be satisfied in either class at the plan administrator's discretion. Other material provisions are retained. Stockholders also approved a charter amendment. Why it matters: Letting an equity incentive plan issue preferred stock is unusual and consequential: preferred typically ranks ahead of common on dividends and liquidation, so compensation awards can now be senior to the shares public holders own. Combined with the plan administrator's discretion over which class satisfies the reserve, this gives the board latitude to create senior securities without a separate stockholder vote. For a company already issuing Series H preferred to close an acquisition, that is a meaningful expansion of authority.