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.
 Stephen Christoffersen
FirstName LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany 29,
November  NameWestern
              2023       Acquisition Ventures Corp.
November
Page 2    29, 2023 Page 2
FirstName LastName
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.
 Stephen Christoffersen
FirstName LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany 29,
November  NameWestern
              2023       Acquisition Ventures Corp.
November
Page 3    29, 2023 Page 3
FirstName LastName
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.
 Stephen Christoffersen
FirstName LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany 29,
November  NameWestern
              2023       Acquisition Ventures Corp.
November
Page 4    29, 2023 Page 4
FirstName LastName
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
 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.
FirstName LastNameStephen Christoffersen
22.    Please clarify your disclosures that indicate your software as a service
is a suite of
Comapany    NameWestern
       cybersecurity  tools Acquisition
                            are deliveredVentures
                                          remotelyCorp.
                                                     or on customer premises.
Clarify your
       disclosures that
November 29, 2023 Page 5indicate that the service is delivered on a monthly
basis.
FirstName LastName
 Stephen Christoffersen
FirstName LastNameStephen
Western Acquisition  VenturesChristoffersen
                             Corp.
Comapany 29,
November  NameWestern
              2023       Acquisition Ventures Corp.
November
Page 6    29, 2023 Page 6
FirstName LastName
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