[SCHEDULE 13D] WESTERN ACQ VENTURES CORP SEC Filing

Rhea-AI Filing Summary

Alvin McCoy III, the Chief Financial Officer of Cycurion, Inc., reports beneficial ownership of 4,909,037 shares, representing approximately 7.19% of the company's common stock based on 68,250,173 shares outstanding. Mr. McCoy received 3,000,000 shares under the Issuer's 2025 Equity Incentive Plan on August 4, 2025 and, following a prior business combination, held shares exchanged and deferred compensation totaling portions of his current holdings. He has an employment agreement effective January 1, 2025 providing a $325,000 annual base salary and $500,000 of equity compensation payable in the first year, plus a performance bonus target of $325,000 for year one. The filing discloses that Mr. McCoy may buy or sell shares in the future and has sole voting and dispositive power over the reported shares.

Positive

• Significant insider ownership: Mr. McCoy beneficially owns 4,909,037 shares (~7.19%)
• Large equity award: Received 3,000,000 shares under the 2025 Equity Incentive Plan on August 4, 2025
• Executive compensation aligned with equity: Employment agreement includes $500,000 of equity compensation in year one and performance bonus target of $325,000

Negative

• Late filing disclosed: Schedule 13D was filed late due to delays obtaining EDGAR filing codes
• Insider may dispose of shares: Mr. McCoy expressly reserves the right to sell or otherwise dispose of any or all of his shares at any time

Insights

Corporate Governance Expert

TL;DR: CFO holds a meaningful equity stake, aligned via sizable equity awards and a two-year employment agreement.

Mr. McCoy's 7.19% beneficial ownership and the grant of 3,000,000 shares under the 2025 Equity Incentive Plan materially align his compensation with shareholder outcomes. The employment agreement's $500,000 equity component in year one creates explicit incentives tied to company performance. Sole voting and dispositive power increases the immediacy of his influence over these shares. The Schedule 13D was filed late due to EDGAR code delays, which is a disclosure lapse investors will note but does not by itself change his stated alignment or control. Overall, corporate governance shows executive equity alignment without current plans to change board or capital structure.

Securities/Regulatory Analyst

TL;DR: Reporting is detailed on sources and holdings; the late filing is disclosed and holdings derive from compensation and earlier post-merger exchange.

The statement clearly traces the provenance of Mr. McCoy's holdings: a 2017 nominal purchase exchanged in the business combination, deferred compensation of 683,465 shares, and a 3,000,000-share grant under the 2025 Equity Incentive Plan. The filing confirms sole voting/dispositive authority and notes no transactions in the prior 60 days beyond those described. From a regulatory perspective, the document meets Schedule 13D content requirements while disclosing the reason for tardiness. The absence of additional agreements or arrangements limits other regulatory implications at present.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Cycurion, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

95758L107

(CUSIP Number)

Keith J. Billotti, Esq.
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 95758L107

1

Name of reporting person

Alvin McCoy III

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,909,037.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,909,037.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,909,037.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: Cycurion, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1640 Boro Place, Fourth Floor, Mclean, VIRGINIA , 22102.
Item 1 Comment: This Schedule 13D ("Schedule 13D") is being filed late due to delays in obtaining the EDGAR filing codes of Alvin McCoy III (the "Reporting Person" or "Mr. McCoy"). The Schedule 13D relates to shares of the common stock, par value $0.0001 per share, of Cycurion Inc., a Delaware corporation (the "Issuer").
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Alvin McCoy III.
(b)	Mr. McCoy's business address is 1640 Boro Place, Fourth Floor, McLean Virginia 22102.
(c)	Mr. McCoy is the Chief Financial Officer of the Issuer.
(d)	During the last five years, Mr. McCoy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(e)	During the last five years, Mr. McCoy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
(f)	Mr. McCoy is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	2025 Equity Incentive Plan On August 4, 2025, Mr. McCoy received 3,000,000 shares of the Issuer's common stock under the Issuer's 2025 Equity Incentive Plan. Business Combination In October 2017, in connection with the formation of Cycurion, Inc., the Reporting Person purchased approximately $600 in shares of common stock of Cycurion, Inc. The source of the funds used by the Reporting Person to acquire the shares of the Issuer was the personal funds of the Reporting Person. On February 14, 2025, the Issuer completed the business combination and transaction (the "Business Combination") as set forth in an Agreement and Plan of Merger, dated November 11, 2022, as amended on April 26, 2024, December 31, 2024 and February 13, 2025 (the "Merger Agreement"), by and among Western Acquisition Ventures Corp. ("Western"), Western Acquisition Merger Inc., a Delaware corporation and wholly-owned subsidiary of Western ("Merger Sub"), and Cycurion Sub, Inc., a Delaware corporation formerly known as Cycurion, Inc. ("Cycurion Sub"). As contemplated by the Merger Agreement, Merger Sub merged with and into Cycurion Sub with Cycurion Sub as surviving the merger as a wholly-owned subsidiary of Western. In addition, in connection with the consummation of the Business Combination, Western was renamed "Cycurion, Inc." In connection with Business Combination, the Reporting Person's $600 in shares of common stock of Cycurion, Inc. prior to the Business Combination were exchanged for 1,225,572 shares of common stock of the Issuer post-Business Combination. Following the Business Combination, the Reporting Person received 683,465 shares of the common stock, representing approximately $330,000 in deferred compensation.
Item 4.	Purpose of Transaction
	Mr. McCoy is the Chief Financial Officer of the Issuer and received all of his shares as described in Item 3 herein. Depending upon then prevailing market conditions, other investment opportunities available to Mr. McCoy, the availability of shares of common stock at prices that would make the purchase of additional shares of common stock desirable and other investment considerations, Mr. McCoy may endeavor to increase his position in the Issuer through, among other things, the purchase of shares of common stock on the open market if the Issuer's common stock is traded in the future, or in private transactions or otherwise, on such terms and at such times as Mr. McCoy may deem advisable. Mr. McCoy reserves the right to dispose of any or all of his shares of common stock in the open market, if such market is created in the future, or otherwise, at any time and from time to time and to engage in any hedging or similar transactions. Mr. McCoy intends to review his investment in the Issuer on a continuing basis and may engage in communications with one or more stockholders of the Issuer, one or more officers of the Issuer, one or more members of the board of directors of the Issuer and/or one or more other representatives of the Issuer concerning the business, operations and future plans of the Issuer. Mr. McCoy does not have any present plan or proposal which would relate to or result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Mr. McCoy may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate and adopt plans or proposals with respect thereto subject to compliance with applicable regulatory requirements.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5. The following sentence is based on 68,250,173 shares of common stock outstanding as of August 29, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own 4,909,037 shares of common stock, which constitutes approximately 7.19% of the outstanding shares of common stock.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person identified in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	2025 Equity Incentive Plan Under the Issuer's 2025 Equity Incentive Plan, all employees, directors and consultants of the Issuer and any affiliate of the Issuer are eligible to participate. The 2025 Equity Incentive Plan will permit the Issuer to grant non-statutory and incentive stock options, restricted stock awards, restricted stock units, performance awards, non-employee director awards and other stock-based awards. Awards may be granted either alone or in addition to or in tandem with any other type of award. Mr. McCoy is the Chief Financial Officer of the Issuer and is eligible to participate in the 2025 Equity Incentive Plan. Employment Agreement On January 1, 2025, the Issuer and Mr. McCoy, Chief Financial Officer, entered into an employment agreement on a two-year term, commencing on January 1, 2025 and ending on January 1, 2027. During the employment period, the Issuer shall pay Mr. McCoy an annual base salary of $325,000 per annum. During the employment period, the Issuer shall pay to the executive an equity compensation of $500,000 of Issuer common stock in the first year of employment payable quarterly. Mr. McCoy is eligible for a performance bonus based on results generated by the executive and through the Issuer. Targeted performance is $325,000 for year-one, and the performance bonus will increase for subsequent years based on future financial and non-financial results.
Item 7.	Material to be Filed as Exhibits.
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alvin McCoy III

Signature:	/s/ Alvin McCoy III
Name/Title:	Alvin McCoy III, individually
Date:	08/29/2025

FAQ

How many shares does the WAVS CFO own and what percent of the company is that?

Mr. McCoy beneficially owns 4,909,037 shares, which the filing states is approximately 7.19% of outstanding common stock based on 68,250,173 shares.

What equity compensation did Alvin McCoy receive under the 2025 Equity Incentive Plan?

He received 3,000,000 shares under the Issuer's 2025 Equity Incentive Plan on August 4, 2025.

What are the key terms of Mr. McCoy's employment agreement with WAVS?

The employment agreement (two-year term from January 1, 2025) provides a $325,000 annual base salary, $500,000 of equity compensation payable in the first year, and a targeted year-one performance bonus of $325,000.

Does Mr. McCoy have voting or dispositive control over his shares?

Yes. The filing states he has sole voting power and sole dispositive power over all reported shares.

Were there any transactions in the past 60 days reported in the filing?

Except for the transactions described in Item 3, the filing states Mr. McCoy did not engage in any transactions in the Company's common stock during the past 60 days.