Cycurion (CYCU) Proxy Filing summary

Executive summary

• Special Meeting scheduled for July 2, 2024, to vote on extending the deadline to complete a business combination by three months, from July 11, 2024, to October 11, 2024.

• The extension is needed due to insufficient time to finalize the registration statement and obtain shareholder approval for the proposed merger with Cycurion, Inc.

• If the extension is not approved, the company will liquidate and redeem all public shares at approximately $10.55 per share, with warrants expiring worthless.

• As of June 13, 2024, the trust account holds approximately $2.6 million, down from $116.15 million at IPO due to redemptions.

• The sponsor and financial advisor, holding a majority of shares, have agreed to vote in favor, ensuring approval of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Amend the Charter to extend the business combination deadline to October 11, 2024.

• Proposal 2: Amend the Trust Agreement to allow the extension with a nominal $100 deposit.

• Proposal 3: Adjournment proposal to allow more time for proxy solicitation if needed.

• Public stockholders can redeem shares for cash regardless of their vote.

• Approval of both the Charter and Trust Amendments is required for either to take effect.

Board of directors and corporate governance

• The board unanimously recommends voting in favor of all proposals.

• Sponsor and A.G.P. collectively own over 80% of outstanding shares and have committed to vote for the proposals.

• The board retains the right to abandon the amendments even after approval.