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
 Stephen Christoffersen
FirstName  LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany
March      NameWestern Acquisition Ventures Corp.
       14, 2023
March2 14, 2023 Page 2
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FirstName LastName
         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
 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
FirstName LastNameStephen Christoffersen
       crowdsourcing process. Please describe this process with specificity and
explain the risks
Comapany   NameWestern
       associated          Acquisition and
                  with crowdsourcing   Ventures Corp. mitigates these risks.
                                           how Cycurion
March 14, 2023 Page 3
FirstName LastName
 Stephen Christoffersen
FirstName  LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany
March      NameWestern Acquisition Ventures Corp.
       14, 2023
March4 14, 2023 Page 4
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FirstName LastName
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
 Stephen Christoffersen
FirstName  LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany
March      NameWestern Acquisition Ventures Corp.
       14, 2023
March5 14, 2023 Page 5
Page
FirstName LastName
         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
 Stephen Christoffersen
FirstName  LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany
March      NameWestern Acquisition Ventures Corp.
       14, 2023
March6 14, 2023 Page 6
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FirstName LastName
         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
 Stephen Christoffersen
FirstName  LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany
March      NameWestern Acquisition Ventures Corp.
       14, 2023
March7 14, 2023 Page 7
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FirstName LastName
         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.
Please explain the
         accounting guidance you are relying upon to account for the acquired
software. Revise to
         disclose the weighted average amortization period for the software.
Explain how the
         software amortization is being presented in your Consolidated
Statements of
         Income/(Loss) and Comprehensive Income/(Loss). In addition, clarify
your disclosures
         on page D-9 that indicate the Company also has a software product that
is ready to be
         marketed.
34.      Please clarify your disclosures on page F-45 that state "During the
years ended
         December 31, 2021 and 2020, the Company acquired fixed assets of
$2,664,996 in
         cash and issuance of 1,802,444 shares of common stock and $33,295,
respectively." In
         this respect, your disclosures on page 138 state "As consideration for
the acquired
         technology assets, we tendered 1,802,444 restricted shares of our
Common Stock to
         Sabres that we valued at approximately $1,824,000." In addition,
explain how you
         account for any contingent obligations associated with this asset
acquisition.
Note 14 - Risks, page F-52

35.      We note the table that sets forth information as to each customer that
accounted for 10%
         or more of the Company   s revenues for each period presented. Please
tell us whether any
         customer accounts for 10% or more of the Company's accounts receivable
for each period
         presented.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact Charli
Gibbs-Tabler,
 Stephen Christoffersen
Western Acquisition Ventures Corp.
March 14, 2023
Page 8

Staff Attorney, at (202) 551-6388 or Jeff Kauten, Staff Attorney, at (202)
551-3447 with any
other questions.



                                                           Sincerely,
FirstName LastNameStephen Christoffersen
                                                           Division of
Corporation Finance
Comapany NameWestern Acquisition Ventures Corp.
                                                           Office of Technology
March 14, 2023 Page 8
cc:       J.P. Galda
FirstName LastName