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JOHN SMITH
1234 MAIN STREET
APT. 203
NEW YORK, NY 10038
SPECIAL MEETING OF STOCKHOLDERS OF
WESTERN ACQUISITION VENTURES CORP.
January 24, 2025
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iii. to prohibit stockholders from acting by written consent by specifying that any action
required or permitted to be taken by stockholders must be effected by a duly called annu-al or special meeting and may not be effected by written consent (we refer to such pro-posal as “Advisory Charter Proposal C”); and
iv. to remove certain provisions related to our status as a blank check company that will no
longer apply upon consummation of the Business Combination, all of which our board of
directors believes are necessary to adequately address the needs of the post-Business
Combination company (we refer to such proposal as “Advisory Charter Proposal D”);
5. Proposal No. 5—The Directors Proposal—to consider and vote upon a proposal to
elect, effective as of the consummation of the Business Combination, Emmit McHenry,
L. Kevin Kelly, and Peter Ginsberg (current members of Cycurion’s board of directors)
and Reginald S. Bailey, Sr., and Kevin E. O’Brien to serve on the post-Business
Combination company’s board of directors until their respective successors are duly
elected and qualified (we refer to this proposal as the “Directors Proposal”);
i. Emmit McHenry
ii. L. Kevin Kelly
iii. Peter Ginsberg
iv. Reginald S. Bailey, Sr
v. Kevin E. O’Brien
6. Proposal No. 6—The Equity Incentive Plan Proposal—to approve the 2024 Equity
Incentive Plan (the “Equity Incentive Plan”), in connection with the Business Combination,
including the authorization of the initial share reserve under the Equity Incentive Plan (we
refer to this proposal as the “Equity Incentive Plan Proposal”);
7. Proposal No. 7—The Nasdaq ELOC Proposal—to approve for purposes of complying with
Nasdaq Listing Rule 5635(d) the potential issuance of more than 20% of our Common Stock
following the Business Combination pursuant to two proposed $25,000,000 Equity Line of
Credit arrangements that the Combined Company intends to enter into on the closing of the
Business Combination (We refer to this proposal as the “Nasdaq ELOC Proposal”);
8. Proposal No. 8—The Nasdaq Series B Proposal—to approve for purposes of complying
with Nasdaq Listing Rule 5635(d) the potential issuance of more than 20% of our Common
Stock following the closing of the Business Combination upon the conversion of the Series
B Preferred Shares and the exercise of the Series B Warrants (We refer to this proposal as
the “Nasdaq Series B Proposal”);
9. Proposal No. 9—The Nasdaq Series D Proposal—to approve for purposes of complying
with Nasdaq Listing Rule 5635(d) the potential issuance of more than 20% of our Common
Stock following the closing of the Business Combination upon the conversion of the Series
D Preferred Shares and the exercise of the Series D Warrants (We refer to this proposal as
the “Nasdaq Series D Proposal”);
10. Proposal No. 10—The NTA Proposal—to approve amendments to the Current Charter
and Business Combination Agreement (the “Existing Organizational Documents”), which
amendments shall be effective, if adopted and implemented, immediately prior to the con-summation of the proposed Business Combination, to remove from the requirements con-tained in the Existing Organizational Documents limiting the Company’s ability to consum-mate an initial business combination if the Company would have less than $5,000,001 in
net tangible assets (“NTA”) prior to or upon consummation of such Business Combination
(We refer to this proposal as the “NTA Proposal”); and
11. Proposal No. 11—The Adjournment Proposal—to approve a proposal to adjourn the
Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are
not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal,
the Charter Amendment Proposal, the Directors Proposal, or the Equity Incentive Plan
Proposal (the “Adjournment Proposal”).
FOR AGAINST ABSTAIN
1. Proposal No. 1—The Business Combination Proposal—to approve the
Amended and Restated Agreement and Plan of Merger, dated as of April
26, 2024 (as it may be further amended and/or restated from time to time,
the “Business Combination Agreement”), by and among Western,
Western Acquisition Merger Inc., a Delaware corporation and a wholly-owned subsidiary of Western (“Merger Sub”), and Cycurion, Inc., a
Delaware corporation (“Cycurion”); and the transactions contemplated
thereby, including the merger of Merger Sub with and into Cycurion with
Cycurion surviving the merger as a wholly-owned subsidiary of Western
(the transactions contemplated by the Business Combination Agreement,
the “Business Combination” and such proposal, the “Business
Combination Proposal”). In addition, in connection with the consumma-tion of the Business Combination, Western will be renamed “Cycurion,
Inc.” (“New Cycurion”).
2. Proposal No. 2—The Nasdaq Proposal—to approve, for purposes of
complying with Nasdaq Listing Rule 5635(a), the issuance of up to an
aggregate of 32,319,083 shares of Common Stock in connection with the
Business Combination (the “Nasdaq Proposal”);
3. Proposal No. 3—The Charter Amendment Proposal—to approve the
proposed second amended and restated certificate of incorporation of
Western (the “Proposed Charter”), which will replace Western’s amended
and restated certificate of incorporation, dated January 11, 2022, as
amended on January 9, 2023, July 11, 2023, January 10, 2024, April 10,
2024, July 2, 2024, October 9, 2024 and January 8, 2025 (the “Current
Charter”), and will be in effect upon the consummation of the Business
Combination (the “Charter Amendment Proposal”).
4. Proposal No. 4—The Advisory Charter Proposals—to approve and
adopt, on a non-binding advisory basis, the following material differences
between the Proposed Charter and the Current Charter, which are being
presented in accordance with the requirements of the U.S. Securities and
Exchange Commission as separate sub-proposals (which we refer to,
collectively, as the “Advisory Charter Proposals”):
i. to change the post-Business Combination company’s corporate name
from “Western Acquisition Ventures Corp.” to “Cycurion, Inc.” (we refer to
such proposal as “Advisory Charter Proposal A”);
ii. to increase the total number of authorized shares of Common Stock from
50 million to 100 million and the number of authorized shares of Preferred
Stock from 1 million to 20 million (we refer to such proposal as “Advisory
Charter Proposal B”);
FOR AGAINST ABSTAIN
FOR Withhold
FOR AGAINST ABSTAIN |
