Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Cycurion, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
95758L305 (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) |
11/26/2025 (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
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| CUSIP No. | 95758L305 |
| 1 |
Name of reporting person
Alvin McCoy III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
163,635.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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
, 10004. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment") amends and supplements the Schedule 13D ("Schedule 13D") filed with the U.S. Securities and Exchange Commission ("SEC") on August 29, 2025 relating to shares of the common stock, par value $0.0001 per share ("Common Stock"), of Cycurion Inc., a Delaware corporation (the "Issuer"). Capitalized terms shall have the meanings assigned to them in the Schedule 13D. As a result of an increase in the number of shares of Common Stock of the Issuer, on November 26, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer. This Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. | ||
| Item 2. | Identity and Background | |
| (a) |
There are no material changes to the Schedule 13D. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On October 27, 2025, the Issuer effected a 1-for-30 reverse stock split (the "Reverse Stock Split") pursuant to which every 30 shares of issued and outstanding Common Stock of the Issuer was reclassified as one share of Common Stock. The shares of Common Stock that are beneficially owned by the Reporting Person and described below have been updated to reflect the Reverse Stock Split. 2025 Equity Incentive Plan On August 4, 2025, Mr. McCoy received 100,000 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 40,853 shares of common stock of the Issuer post-Business Combination. Following the Business Combination, the Reporting Person received 22,782 shares of the common stock, representing approximately $330,000 in deferred compensation. | ||
| Item 4. | Purpose of Transaction | |
There are no material changes to the Schedule 13D. | ||
| 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 3,608,277 shares of Common Stock outstanding as of December 22, 2025, as reporting in the Issuer's Registration Statement on Form S-1 filed with the SEC on December 22, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own 163,635 shares of common stock, which constitutes approximately 4.5% 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) | As a result of an increase in the number of shares of Common Stock of the Issuer, on November 26, 2025, the Reporting Person ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer. This Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no material changes to the Schedule 13D. | ||
| 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.
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