Item 7.01 Regulation FD Disclosure
On November 22, 2022, Western
Acquisition Ventures Corp. (“Registrant”) and Cycurion, Inc. (“Cycurion”) issued a joint press release announcing
the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of
the joint press release issued on November 22, 2022 by Registrant and Cycurion announcing the execution of the Merger Agreement. Attached
hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the investor presentation that will be used by Registrant
in making presentations to certain existing stockholders of Registrant and other persons with respect to the transactions contemplated
by the Merger Agreement (the “Business Combination”).
The information in this Item
7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange
Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
Important Information and Where To Find It
In connection with the proposed
Business Combination described herein, Registrant intends to file relevant materials with the SEC, including a proxy statement on Schedule
14A, including a preliminary proxy statement and a definitive proxy statement. Promptly after filing its definitive proxy statement with
the SEC, Registrant will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting
relating to the transaction. INVESTORS AND STOCKHOLDERS OF REGISTRANT ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT REGISTRANT WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REGISTRANT, CYCURION AND THE BUSINESS COMBINATION. The definitive proxy statement,
the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any
other documents filed by Registrant with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Registrant and its directors
and executive officers may be deemed participants in the solicitation of proxies from Registrant’s stockholders with respect to
the Business Combination. A list of the names of those directors and executive officers and a description of their interests in Registrant
will be included in the proxy statement for the proposed Business Combination and be available at www.sec.gov. Additional information
regarding the interests of such participants will be contained in the proxy statement for the proposed Business Combination when available.
Information about Registrant’s directors and executive officers and their ownership of Registrant common stock is set forth in Registrant’s
prospectus, dated January 11, 2022, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing.
Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated
above.
Cycurion and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the stockholders of Registrant in connection with the proposed
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed
Business Combination will be included in the proxy statement for the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form
8-K and the documents incorporated by reference herein (this “Current Report”) contain certain “forward-looking statements”
within the meaning of “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by words such as: “target,” “believe,” “expect,” “will,” “shall,”
“may,” “anticipate,” “estimate,” “would,” “positioned,” “future,”
“forecast,” “intend,” “plan,” “project” and other similar expressions that predict or
indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among
others, statements made in this Current Report regarding the proposed transactions contemplated by the Merger Agreement, including the
benefits of the Merger, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance
and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of
the Merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only
on Registrant’s and Cycurion’s managements’ current beliefs, expectations and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and
many of which are outside of our control. Actual results and outcomes may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (1) the
occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome
of any legal proceedings that may be instituted against Registrant and Cycurion following the announcement of the Merger Agreement and
the transactions contemplated therein; (3) the inability to complete the proposed Business Combination, including due to failure to obtain
approval of the stockholders of Registrant and Cycurion, certain regulatory approvals, or satisfy other conditions to closing in the Merger
Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement
or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 pandemic on Cycurion’s business and/or the
ability of the parties to complete the proposed Business Combination; (6) the inability to obtain or maintain the listing of Registrant’s
shares of Common Stock on Nasdaq following the proposed Business Combination; (7) the risk that the proposed Business Combination disrupts
current plans and operations as a result of the announcement and consummation of the proposed Business Combination; (8) the ability to
recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the
ability of Cycurion to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed Business Combination;
(10) changes in applicable laws or regulations; (11) the possibility that Registrant or Cycurion may be adversely affected by other economic,
business, and/or competitive factors; (12) risks relating to the uncertainty of the projected financial information with respect to Cycurion;
(13) risks related to the organic and inorganic growth of Cycurion’s business; (14) the amount of redemption requests made by Registrant’s
stockholders; and (15) other risks and uncertainties indicated from time to time in the final prospectus of Registrant for its initial
public offering dated January 11, 2022 filed with the SEC and the proxy statement on Schedule 14A relating to the proposed Business Combination,
including those under “Risk Factors” therein, and in Registrant’s other filings with the SEC. Registrant cautions that
the foregoing list of factors is not exclusive. Registrant and Cycurion caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Registrant and Cycurion do not undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements to reflect any change in its their expectations or any change
in events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act, or an exemption therefrom.