As filed with the Securities and Exchange Commission on December 2, 2025 File No. 333-291819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7371 86-3720717 (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, incl ...

As filed with the Securities and Exchange Commission on November 26, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCURION, INC. (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7371 86-3720717 (I.R.S. Employer Identification Number) 1640 Boro Place, Suite 420C McLean, VA 22102 (Address, including zip code, and telephon ...

Business Growth and Strategy - Cycurion reported significant growth driven by organic business solutions and strategic acquisitions in the cybersecurity sector[250]. - The company aims to close the RCR Term Sheet transactions in the second half of the current fiscal year, which involves acquiring accounts receivable from SLG[263]. - Cycurion's growth strategy includes expanding its commercial business through enhanced service offerings and integration of acquired technologies[268]. - The company is focused on maintaining high client retention rates and efficiently acquiring new customers in the cybersecurity market[246]. - Cycurion is actively seeking to attract and retain qualified cybersecurity talent to support its growth initiatives[246]. Acquisitions and Partnerships - The company has established a Master Service Agreement with SLG Innovation, which now represents a majority of Cycurion's revenues[260]. - Cycurion acquired technology assets from Sabres, enhancing its Cycurion Security Platform with Multi-Dimensional Protection, Web Application Firewall, and Bot Mitigation capabilities[265]. - The Cycurion Security Platform utilizes a proprietary cloud-based AI algorithm to improve cybersecurity measures in real-time[266]. - Cycurion's subsidiaries include Axxum Technologies and Cloudburst Security, both of which have established a strong presence in federal government contracts[252][253]. Financial Performance - Net revenues for the three months ended September 30, 2025, decreased by $0.6 million or 13.9% compared to the same period in 2024, and for the nine months ended September 30, 2025, revenues decreased by $2.1 million or 15.4%[271]. - Gross profit for the three months ended September 30, 2025, was $270,479, representing a gross profit percentage of 7.1%, down from 16.1% in the same period of 2024[270]. - Total operating expenses for the nine months ended September 30, 2025, were $19,578,880, significantly higher than $973,000 for the same period in 2024, primarily due to increased SG&A and stock compensation expenses[270]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $8.8 million, compared to $1.2 million for the same period in 2024, driven by additional merger expenses[281]. - The company incurred an accumulated deficit of approximately $21.8 million as of September 30, 2025, compared to $3.2 million as of December 31, 2024[285]. - Interest expense for the three and nine months ended September 30, 2025, was $712,374 and $1.5 million, respectively, compared to $319,666 and $1.0 million for the same periods in 2024[278]. - The company expects continued significant operating losses for the next few years, indicating a need for additional financing to sustain operations[286]. - Net cash provided by financing activities for the nine months ended September 30, 2025, was $10.8 million, including proceeds from equity lines and convertible notes[283]. - The company completed a business combination with Western Acquisition Ventures Corp. in Q1 2025, contributing to increased operational expenses[276].

Insider Trading Policy - The Company has adopted an Insider Trading Policy to prevent insider trading and tipping, applicable to all directors, officers, and employees[3]. - Violations of the Insider Trading Policy may result in disciplinary actions, including immediate termination and civil or criminal penalties[4]. - The Policy covers all transactions in the Company's securities, including common stock, options, and other types of securities[6]. - Insiders are prohibited from trading in Company Securities while aware of material nonpublic information[15]. - Section 16 Persons must obtain prior approval for all trades in Company Securities from the Compliance Officer[9]. - Trading windows are established, allowing trades only during specific periods following public disclosure of financial results[23]. - The Company allows for 10b5-1 Plans, which permit transactions under a written trading plan established when the insider did not possess material nonpublic information[32]. - Insiders must report any violations of the Policy to the Compliance Officer immediately[36]. - The Chief Financial Officer serves as the Insider Trading Compliance Officer, responsible for reviewing and approving proposed trades[38]. - The Compliance Officer is responsible for determining potential violations of insider trading policies and reporting to the Audit Committee if a violation is concluded or cannot be ruled out[40]. - The Policy includes monitoring and enforcing compliance with all provisions and procedures related to insider trading[41]. - Special trading blackout periods will be designated during which Insiders may not trade in Company Securities[43]. - The Compliance Officer will oversee the training of new and existing personnel on the requirements of the insider trading policy[41]. - Recommendations for revisions to the insider trading policy will be proposed to the board of directors as necessary[43]. - The Company will maintain records of all documents required by the insider trading policy and related SEC reports[43]. - The Compliance Officer may designate individuals to perform duties in their absence[42]. - The Company will ensure that human resources collects and maintains certifications of employee receipt of the insider trading policy[43]. - The Compliance Officer will respond to inquiries related to the insider trading policy and its procedures[43]. - The Company will administer, monitor, and enforce compliance with all federal, state, and SRO insider trading statutes and regulations[43].

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents Cycurion, Inc.'s unaudited consolidated financial statements, including balance sheets, operations, cash flows, and equity changes, with detailed notes [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This section provides a comparative overview of Cycurion, Inc.'s consolidated balance sheets as of June 30, 2025, and December 31, 2024 Consolidated Balance Sheets (June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | **Assets:** | | | | Cash and cash equivalents | $1,013,836 | $38,742 | | Accounts receivable, net | $4,118,888 | $10,353,708 | | Total current assets | $5,587,055 | $10,928,352 | | Software development costs | $4,325,981 | $4,151,981 | | Goodwill | $20,788,299 | $6,592,304 | | Total Assets | $30,736,435 | $25,562,849 | | **Liabilities & Equity:** | | | | Total current liabilities | $19,992,286 | $18,736,867 | | Total liabilities | $20,287,582 | $20,177,782 | | Total stockholders' equity | $10,448,853 | $3,467,758 | - Total Assets increased by approximately **$5.17 million** from December 31, 2024, to June 30, 2025, primarily driven by a significant increase in Goodwill[5](index=5&type=chunk) - Cash and cash equivalents saw a substantial increase from **$38,742 to $1,013,836**, while Accounts receivable, net, decreased from **$10,353,708 to $4,118,888**[5](index=5&type=chunk) [Consolidated Statements of Operations and Comprehensive (Loss)/Income](index=4&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20%28Loss%29%2FIncome) This section presents Cycurion, Inc.'s consolidated statements of operations and comprehensive (loss)/income for the three and six months ended June 30, 2025, and 2024 Consolidated Statements of Operations (Three and Six Months Ended June 30) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net revenues | $3,887,915 | $5,001,312 | $7,757,965 | $9,244,167 | | Gross profit | $235,937 | $1,024,162 | $913,700 | $1,370,876 | | Selling, general and administrative expenses | $4,002,014 | $294,790 | $14,777,281 | $673,767 | | Operating (loss)/income | $(3,766,077) | $729,372 | $(13,863,581) | $697,109 | | Net (loss)/income attributable to Cycurion | $(5,188,755) | $306,094 | $(15,437,241) | $(6,381) | | Basic EPS | $(0.15) | $0.02 | $(0.58) | $(0.00) | | Diluted EPS | $(0.15) | $0.01 | $(0.57) | $(0.00) | - Net revenues decreased by **22%** for the three months ended June 30, 2025, and by **16%** for the six months ended June 30, 2025, compared to the same periods in 2024[7](index=7&type=chunk) - The company reported a significant net loss attributable to Cycurion of **$(5,188,755)** for the three months and **$(15,437,241)** for the six months ended June 30, 2025, a substantial decline from net income in the prior year periods[7](index=7&type=chunk) [Consolidated Statements of Cash Flows](index=5&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section details Cycurion, Inc.'s consolidated statements of cash flows for the six months ended June 30, 2025, and 2024 Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | June 30, 2025 | June 30, 2024 | | :--------------------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(6,303,122) | $(850,413) | | Net cash provided by/(used in) investing activities | $1,695,523 | $(592,000) | | Net cash provided by financing activities | $5,580,645 | $1,032,678 | | Net increase/(decrease) in cash and cash equivalents | $973,046 | $(409,735) | | Cash and cash equivalents, end of period | $1,013,836 | $198,134 | - Net cash used in operating activities significantly increased to **$(6,303,122)** for the six months ended June 30, 2025, from **$(850,413)** in the prior year, primarily due to increased merger expenses[9](index=9&type=chunk)[283](index=283&type=chunk) - Net cash provided by financing activities increased to **$5,580,645**, driven by proceeds from warrant exercises (**$3,664,671**), convertible notes payable (**$2,376,500**), and notes payable (**$513,200**)[9](index=9&type=chunk)[285](index=285&type=chunk) [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This section outlines the changes in Cycurion, Inc.'s consolidated stockholders' equity from December 31, 2024, to June 30, 2025 Changes in Stockholders' Equity (December 31, 2024 to June 30, 2025) | Metric | December 31, 2024 | June 30, 2025 | | :------------------------------------------ | :---------------- | :---------------- | | Common stock subject to possible redemption | $1,917,309 | $0 | | Common Stock (shares) | 10,592,607 | 40,353,983 | | Common Stock (amount) | $1,059 | $4,036 | | Additional paid in capital | $6,670,060 | $32,661,282 | | Accumulated deficit | $(3,203,361) | $(18,650,614) | | Total stockholders' equity attributable to Cycurion | $3,467,758 | $14,014,730 | | Equity attributable to noncontrolling interests | $0 | $(3,565,877) | | Total stockholders' equity | $3,467,758 | $10,448,853 | - Total stockholders' equity increased significantly from **$3,467,758** at December 31, 2024, to **$10,448,853** at June 30, 2025, primarily due to increases in additional paid-in capital and common stock issuances[11](index=11&type=chunk) - The accumulated deficit widened substantially from **$(3,203,361)** to **$(18,650,614)** during the six-month period, reflecting the net losses incurred[11](index=11&type=chunk) [Notes to the Unaudited Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Financial%20Statements) This section provides detailed notes to Cycurion, Inc.'s unaudited consolidated financial statements, explaining the company's organization, significant accounting policies, and specific financial accounts [1. Organization and Description of Business](index=7&type=section&id=1.%20Organization%20and%20Description%20of%20Business) Cycurion, Inc. provides information technology security solutions through its subsidiaries and completed a reverse recapitalization business combination with Western Acquisition Ventures Corp. on February 14, 2025, facing going concern doubts and Nasdaq non-compliance notices - Cycurion, Inc. (formerly KAE Holdings, Inc. and Cyber Secure Solutions, Inc.) was incorporated in Delaware on October 12, 2017, and provides premier information technology security solutions through its subsidiaries[13](index=13&type=chunk) - On February 14, 2025, Cycurion completed a business combination with Western Acquisition Ventures Corp., accounted for as a reverse recapitalization where Cycurion is the accounting acquirer

Revenue and Financial Performance - Cycurion's revenues from SLG for the fiscal years 2024 and 2023 were $14,703,887 and $13,837,042, respectively, indicating a year-over-year increase of approximately 6.3%[267]. - Revenue for the three months ended March 31, 2025, was $3,870,050, a decrease of $372,805 or 8.79% compared to $4,242,855 in the same period of 2024[283]. - Cost of revenue decreased by $703,854 or 18.07% to $3,192,287 for the three months ended March 31, 2025, from $3,896,141 in 2024[286]. - Selling, general and administrative expenses surged to $10,775,268 for the three months ended March 31, 2025, reflecting an increase of $10,396,291 or 2743.25% compared to $378,977 in 2024, attributed to merger and acquisition efforts[288]. - Net cash used in operating activities was $2,745,109 for the three months ended March 31, 2025, compared to $272,446 in the same period of 2024[291]. - Cash and cash equivalents at the end of the period increased to $2,269,195 as of March 31, 2025, up from $206,939 at the end of March 2024[291]. - The accumulated deficit increased to approximately $13,461,859 as of March 31, 2025, compared to $3,203,361 at December 31, 2024[297]. - The company expects continued significant operating losses for the next few years, with unrestricted cash of approximately $2.3 million as of March 31, 2025[298]. - The total assets increased to approximately $31.6 million as of March 31, 2025, from approximately $25.6 million at December 31, 2024, primarily due to increases in goodwill[298]. Strategic Acquisitions and Growth - The acquisition of Sabres' technology assets, including Multi-Dimensional Protection, Web Application Firewall, and Bot Mitigation SaaS platforms, was completed on September 30, 2021, enhancing Cycurion's service offerings[277]. - Cycurion plans to close the transactions contemplated by the SLG Term Sheet during the current fiscal quarter, which would allow the company to leverage SLG's historical relationships with government agencies for future contracts[269]. - The SLG Innovation subsidiary now represents a majority of Cycurion's revenues, highlighting the importance of this acquisition in driving growth[266]. - Cycurion's growth strategy includes organic business solutions and strategic acquisitions of cyber/infrastructure service providers, positioning the company for continued expansion in the cybersecurity market[257]. - The SLG Term Sheet allows for the potential acquisition of SLG, which would provide Cycurion with valuable past performance qualifications for bidding on new government contracts[267]. - The RCR Term Sheet, related to the acquisition of SLG's accounts receivable, is expected to be closed in the second half of the current fiscal year, contingent upon the SLG transaction[273]. - Cycurion's subsidiaries, including Axxum Technologies and Cloudburst Security, have established a strong presence in federal government contracts, contributing to the company's revenue growth[259][261]. Technology and Innovation - The Cycurion Security Platform utilizes a proprietary cloud-based AI algorithm that evolves to counter new threats, enhancing the effectiveness of its cybersecurity solutions[278]. - The integration of Sabres' SaaS platforms into Cycurion's offerings aims to improve clients' cyber posture and reduce risks associated with cyber threats[278]. Financing and Market Considerations - The company intends to continue seeking additional debt or equity financing to support operations until it can generate sufficient cash flow[299]. - The fair value of the Common Stock was estimated due to its lack of historical public trading[316]. - The expected term for options is calculated to be 10 years based on the average vesting term and contractual period[316]. - Expected volatility is derived from the historical share volatility of comparable publicly traded companies[316]. - The risk-free interest rate is based on U.S. Treasury securities yields appropriate for the term of the award[316]. - The company has not paid dividends on its Common Stock and does not expect to in the foreseeable future[316]. - The assessment includes contemporaneous third-party valuations of the Common Stock[316]. - The analysis considers the likelihood of achieving a liquidity event, such as an IPO or sale of the company[316]. - Market performance of comparable publicly traded companies is taken into account[316]. - The company is classified as a "smaller reporting company" and is not required to provide additional market risk disclosures[317].

Financial Performance - Gross profit for 2024 reached $3,634,743, representing a margin of 20.5%, compared to $2,643,060 and a margin of 13.7% in 2023 [56]. - Operating income increased to $2,416,113 in 2024, with a margin of 13.6%, up from $326,411 and a margin of 1.7% in 2023 [56]. - Net income for 2024 was $1,229,601, a significant improvement from a net loss of $2,097,013 in 2023, reflecting a margin of 6.9% [56]. - The number of customers grew to 41 in 2024, up from 38 in 2023 [56]. - The company has over 41 customers, with the top ten customers accounting for approximately 93% of total revenue in 2024 and 88% in 2023 [83]. Business Operations and Services - Managed security services include 24/7 monitoring, threat detection, incident response, and remediation [38]. - The company provides consulting and advisory services to enhance customers' cybersecurity programs [30]. - Cycurion's managed IT services optimize IT infrastructure, reduce costs, and improve operational efficiency [33]. - Cycurion's growth engine is driven by organic business solutions and strategic acquisitions of cybersecurity services and technology providers [29]. - The Cycurion ARx platform offers comprehensive cybersecurity solutions, including DDoS protection and endpoint protection, enhancing overall security posture [55]. - The company has a strong focus on healthcare IT services, addressing HIPAA/HITECH compliance and improving service delivery through technology solutions [52]. - Cycurion has integrated technology assets from Sabres into its Managed Security Services Practice, enhancing service offerings and commercial business expansion [80]. Acquisitions and Strategic Partnerships - Cycurion plans to acquire SLG Innovation Inc., with the acquisition agreement expected to close in the current fiscal quarter [67]. - The SLG Management Agreement aims to ensure SLG's commercial viability and will result in SLG's financial statements being consolidated with Cycurion's [70]. - Axxum Technologies, acquired in 2017, continues to provide cybersecurity services to federal government clients while expanding its commercial footprint [58]. - Cloudburst Security, acquired in 2019, specializes in innovative cybersecurity services for various sectors, enhancing the company's service offerings [61]. - An expanded partnership with a major health association will bring Cycurion's Managed Security Services Provider (MSSP) to several thousand member organizations across the country [104]. Financial Challenges and Compliance - Cycurion has incurred net losses and cannot assure that it will achieve or maintain profitable operations [22]. - The company requires substantial additional funding in the future, which may not be available on acceptable terms [22]. - Cycurion's ability to grow and compete will be adversely affected if adequate capital is not available [22]. - The company has a limited operating history, raising substantial doubt regarding its ability to continue as a going concern [22]. - Cycurion issued multiple promissory notes totaling $300,000 in January 2025 to unaffiliated investors [95][96][97]. - Cycurion received a notification from Nasdaq regarding a deficiency in the closing bid price of its common stock, which has been below $1.00 for 30 consecutive business days, with a compliance deadline of October 6, 2025 [108]. - The company was also notified of a deficiency in maintaining a Market Value of Listed Securities (MVLS) below the required $50,000,000 for 30 consecutive business days, with a compliance deadline of October 8, 2025 [109]. - Additionally, Cycurion was informed of a deficiency in the Market Value of Publicly Held Shares (MVPHS), which has been below the required $15,000,000 for 30 consecutive business days, also with a compliance deadline of October 8, 2025 [110]. - Failure to regain compliance within the specified 180-day periods for either MVLS or MVPHS could result in delisting from Nasdaq, although the company retains the right to appeal such decisions [109][110]. - The Nasdaq notifications currently have no effect on the listing status of Cycurion's common stock [108][109][110]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [311]. Future Outlook and Growth Strategy - Cycurion expects to close the RCR Term Sheet transactions in the first half of the current fiscal year, with a backlog of $16 million as of December 31, 2024, compared to $15 million in 2023 [86]. - Cycurion's Multi-Dimensional Protection (MDP) platform is expected to move into production in Q3 2024, enhancing cybersecurity capabilities through a cloud-based AI algorithm [78]. - The company plans to continue expanding its market presence by pursuing new customers and investing in new technology platforms, including cybersecurity and disaster recovery solutions [85]. - Cycurion's common stock began trading on The Nasdaq Global Market under the symbol "CYCU" following the completion of a business combination on February 14, 2025 [101].

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $408,380, which included a $665,116 change in fair value of the forward purchase agreement, offset by $256,736 in expenses[143]. - For the three months ended March 31, 2023, the company had a net loss of $171,611, with net cash used in operating activities amounting to $393,175[144][147]. - The company incurred net cash used in operating activities of $107,643 for the three months ended March 31, 2024, primarily due to changes in fair value and operating assets and liabilities[146]. Working Capital and Financing - As of March 31, 2024, the company had a working capital deficit of $2,782,776 and $1,008 in restricted cash available for tax liabilities[145]. - The company may need to obtain additional financing to complete the business combination or to redeem a significant number of public shares[148]. - The company has borrowed $300,000 under a promissory note with Cycurion, with an interest rate of 5% per annum, and has accrued approximately $7,972 in interest as of March 31, 2024[156]. Business Combination and Acquisition - The company has identified an acquisition target and executed a merger agreement with Cycurion, intending to close the business combination by December 31, 2024[136][137]. - The merger agreement may be terminated if the merger is not consummated by October 11, 2024, or if certain proposals fail to receive the requisite vote for approval[141]. - The company has engaged A.G.P. as an advisor for the business combination, with a fee arrangement amended to include the distribution of 250,000 shares of common stock instead of cash[155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination[142]. Forward Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes[157]. - The FPA stipulates that Alpha can accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days[158]. - The Company terminated the Forward Purchase Agreement on January 22, 2024[159]. - The Company accounts for the FPA as a liability at fair value, subject to re-measurement at each reporting period, with changes recognized in the statements of operations[161]. Employment and Compensation - An employment agreement was established with James P. McCormick on December 27, 2023, with total annual compensation of $125,000, comprising $40,000 in cash and $85,000 in stock payment[160]. Accounting Standards and Disclosures - The Company adopted ASU 2016-13 on January 1, 2023, which did not materially impact its financial statements[162]. - ASU No. 2023-09 will require additional disclosures in income tax rate reconciliation, effective for annual periods beginning after December 15, 2024[163]. - The Company does not anticipate that other recently issued accounting pronouncements will materially affect its financial statements[164]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2023 Annual Report[166].

Management and Leadership - James P. McCormick was appointed as CEO and CFO effective December 27, 2023, bringing extensive experience from British American Tobacco and KushCo Holdings[33]. - The previous board of directors resigned on December 28, 2023, due to potential excise tax liabilities under the Inflation Reduction Act[30]. - The company currently has one executive officer who will devote time as necessary until the initial business combination is completed[64]. Acquisition Strategy - The company entered into a Merger Agreement with Cycurion, which is expected to be completed by July 11, 2024, with the Trust Account holding approximately $117.3 million at the time of the agreement[55]. - The acquisition strategy targets sectors including infrastructure, health, financial technology, and cybersecurity, aiming for companies with strong growth prospects and recurring revenue[41]. - The company seeks to acquire businesses with an enterprise value exceeding $500 million, although it remains open to smaller or larger targets[50]. - The management team emphasizes sourcing targets through proprietary channels and leveraging industry relationships to enhance acquisition opportunities[42]. - The company plans to structure the initial business combination to ensure current shareholders retain a significant ownership stake in the resulting entity[56]. - The board of directors will determine the fair market value of the initial business combination, with independent valuation opinions sought if necessary[55]. - The management team has extensive experience in sourcing, structuring, and integrating acquisitions, which is expected to drive operational improvements and long-term value[44]. Financial Compliance and Reporting - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[61]. - The company intends to take advantage of the extended transition period for complying with new accounting standards, delaying adoption until they apply to private companies[62]. - The company received a notification from Nasdaq regarding non-compliance with the minimum 500,000 publicly held shares requirement, with a compliance plan submitted by March 22, 2024[65]. - The company is actively working to regain compliance with Nasdaq's Majority Independent Board rule and has a cure period until December 28, 2024, to address this issue[66]. - The company is evaluating various courses of action to achieve compliance with Nasdaq listing requirements[68]. Market and Competition - The company faces intense competition from other entities, including private investors and other blank check companies, which may limit its ability to acquire sizable target businesses[59]. - As of December 31, 2023, the company was not subject to any market or interest rate risk, with net proceeds from the IPO invested in U.S. government treasury bills or money market funds[312]. Liquidation and Shareholder Returns - If the initial business combination is not completed, public stockholders may receive approximately $10.10 per share upon liquidation of the Trust Account[59]. - The company aims to generate attractive returns for shareholders by completing high-quality mergers at favorable valuations[43].

Financial Performance - For the three months ended September 30, 2023, the company reported a net loss of $253,633, which included $256,970 in professional fees and $48,576 in interest income from marketable securities [127]. - For the nine months ended September 30, 2023, the company had a net loss of $757,781, consisting of $876,968 in expenses and $331,690 in interest income from marketable securities [129]. - The company incurred net cash used in operating activities of $646,799 for the nine months ended September 30, 2023, primarily due to a net loss and changes in operating assets and liabilities [132]. - As of September 30, 2023, the company reported no dilutive securities, resulting in diluted loss per share being the same as basic loss per share [147]. Cash and Working Capital - As of September 30, 2023, the company had $302,582 in cash held outside of the Trust Account and a working capital deficit of $2,870,709 [131]. Acquisition Plans - The company has identified an acquisition target and executed a merger agreement with Cycurion, with the intention to close the business combination by December 31, 2023 [120]. - The merger agreement was amended in October 2023 to reflect the issuance of additional securities by Cycurion and to extend the termination date [120]. - The company expects to continue incurring significant costs in pursuit of acquisition plans and may need additional financing to complete the business combination [135]. - The company has entered into a promissory note with Cycurion for $200,000, which is payable upon the consummation of the business combination or by January 11, 2024 [143]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination [126]. - The company may face substantial doubt about its ability to continue as a going concern if it is unable to complete the business combination [136]. Forward Share Purchase Agreement - The Company entered into a Forward Share Purchase Agreement (FPA) on January 10, 2023, allowing Alpha to sell up to 300,000 shares at the Redemption Price after the Business Combination closes [144]. - The FPA allows Alpha to accelerate the Put Date to six or nine months post-BC Closing under certain conditions, including if the VWAP Price falls below $3.00 per share for 20 trading days [144]. Accounting and Reporting - The Company accounts for its Forward Purchase Agreement as a liability, adjusting its fair value at each reporting period until exercised [149]. - 11,500,000 shares of common stock subject to possible redemption are classified as temporary equity, reflecting uncertain future events [150]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [152]. - There have been no material changes to the quantitative and qualitative disclosures about market risk since the 2022 Annual Report [154].