UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2026
Silicon Valley Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43030 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
425 Page Mill Rd., Suite 200, 2nd Floor
Palo Alto, CA |
|
94306 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 206-8315
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
SVAQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
SVAQ |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
SVAQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation
FD Disclosure
As previously disclosed,
on June 17, 2026, Silicon Valley Acquisition Corp., a Cayman Islands exempted company (“SVAQ”, and following the Business
Combination Closing, “PubCo”), entered into a Business Combination Agreement (as amended by that certain Amendment
No. 1, dated as of August 6, 2026, that certain Amendment No. 2, dated as of September 17, 2026, and that certain Amendment No. 3, dated
as of September 26, 2026 the “Business Combination Agreement”), with SVAQ Merger Sub Inc., a Delaware corporation
and a direct wholly owned subsidiary of SVAQ (“Merger Sub”), and EigenQ, Inc., a Delaware corporation (“EigenQ”
or the “Company”), pursuant to which, among other things and subject to the terms and conditions contained therein,
(i) SVAQ will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate (the “Domestication”)
as a Delaware corporation prior to the consummation of the Business Combination (the “Business Combination Closing”),
and (ii) Merger Sub will merge with and into the Company (the “Merger”, together with the Domestication and such other
transactions contemplated under the Business Combination Agreement, collectively, the “Business Combination”), with
the Company continuing as the surviving company. After giving effect to the Merger, the Company will be a wholly-owned subsidiary of
SVAQ.
In connection with the
Business Combination, EigenQ held an investor day (the “Investor Day”) on October 27, 2026.
Furnished herewith as Exhibit 99.1 and incorporated into this Item
7.01 by reference is an investor presentation that EigenQ and SVAQ prepared for use in connection with the Investor Day. A copy of
the transcript of the presentation related to the Investor Day is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information set forth under this Item 7.01, including the exhibit
attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
and Where to Find It
The proposed Business
Combination by and between EigenQ and SVAQ will be submitted to the shareholders of SVAQ for their consideration. SVAQ and EigenQ have
filed the Registration Statement, which includes a preliminary proxy statement. The definitive proxy statement will be distributed to
SVAQ’s shareholders in connection with SVAQ’s solicitation for proxies for the vote by SVAQ’s shareholders in connection
with the proposed Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating
to the securities to be issued in connection with the completion of the proposed Business Combination. After the Registration Statement
has been declared effective by the Securities and Exchange Commission (the “SEC”), SVAQ will mail a definitive proxy statement and other relevant documents to its shareholders as
of the record date established for voting on the proposed Business Combination.
SVAQ’s shareholders
and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus in connection with SVAQ’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents
will contain important information about SVAQ, EigenQ and the proposed Business Combination. This Current Report does not contain all
the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis
for any investment decision or any other decision in respect of such matters. SVAQ and EigenQ may also file other documents with the SEC
regarding the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive proxy statement/prospectus, once
available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the
SEC by SVAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Silicon Valley Acquisition
Corp., 425 Page Mill Rd., Suite 200, 2nd Floor, Palo Alto, CA 94306.
Participants in
the Solicitation
SVAQ, EigenQ and certain
of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from SVAQ’s shareholders in connection with the proposed Business Combination. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SVAQ’s shareholders in connection
with the proposed Business Combination will be set forth in SVAQ’s proxy statement/prospectus when it is filed with the SEC. You
can find more information about SVAQ’s directors and executive officers in SVAQ’s 2025 Annual Report on Form 10-K filed with
the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests is set forth in Registration Statement, which includes the proxy statement/prospectus. Shareholders, potential
investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report does not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This Current Report also
does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. This Current Report is not, and under no circumstances is to be construed
as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom.
Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the
Securities Act.
Forward-Looking
Statements
This Current Report and
exhibits attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect
to the proposed Business Combination and the parties thereto. All statements contained in this Current Report other than statements of
historical fact, including, without limitation, statements regarding the proposed Business Combination between SVAQ and EigenQ; the anticipated
benefits and timing of the proposed Business Combination; expected trading of the combined company’s securities on Nasdaq; the combined
company’s future financial performance; the ability of the combined company to execute its business strategy, its market opportunity
and positioning; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s
future performance, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,”
“plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified
in this Current Report, and on the current expectations of EigenQ’s and SVAQ’s management and are not predictions of actual
performance.
These forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of EigenQ and SVAQ. These forward-looking statements are subject to a number
of risks and uncertainties, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against EigenQ or SVAQ, the combined
company or others following the announcement of the proposed Business Combination; (3) the inability to complete the proposed Business
Combination due to the failure to obtain approval of the shareholders of EigenQ or SVAQ or to satisfy other conditions to the Business
Combination Closing; (4) changes to the proposed structure of the proposed Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed Business Combination; (5)
the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; (6) the risk that
the proposed Business Combination disrupts current plans and operations of EigenQ as a result of the announcement and consummation of
the proposed Business Combination; (7) EigenQ’s ability to scale and grow its business, and the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (8) the
ability to implement business plans, forecasts, identify and realize additional opportunities, and other expectations; (9) political,
social or economic instability in the emerging markets, including the Middle East, and other countries in which EigenQ, the post-combination
company, relevant OEMs and other channel participants and customers of some or all of the foregoing operate or plan to operate; (10) risks
relating to product development and commercialization timing, OEM integration, customer adoption and strategic partnerships; (11) EigenQ’s
ability to maintain and recognize benefits from its existing strategic relationships; (12) costs related to the proposed Business Combination;
(13) changes in applicable laws or regulations; (14) changes in government mandates, requirements and standards as they relate to quantum
security and infrastructure; (15) EigenQ’s estimates of expenses and profitability and underlying assumptions with respect to shareholder
redemptions and purchase price and other adjustments; (16) any downturn or volatility in economic conditions; (17) changes in the competitive
environment affecting EigenQ or its customers, including EigenQ’s inability to introduce new products or technologies; (18) the
impact of pricing pressure and erosion; (19) supply chain risks; (20) risks to EigenQ’s ability to protect its intellectual property
and avoid infringement by others, or claims of infringement against EigenQ; (21) the possibility that EigenQ or SVAQ may be adversely
affected by other economic, business and/or competitive factors; (22) EigenQ’s estimates of its financial performance; (23) the
potential dilution to the holders of EigenQ’s and SVAQ’s securities resulting from the issuance of the securities contemplated
by that certain securities purchase agreement entered into by EigenQ, SVAQ and an institutional investor (the “Secured Investor”)
on September 17, 2026 (the “Secured Purchase Agreement” and the senior secured notes issued thereto, the “Secured
Notes”) and that certain securities purchase agreement entered into by EigenQ, SVAQ with a special purpose investment vehicle
(the “Unsecured Investor”) on October 19, 2026 (the “Unsecured Purchase Agreement” and the subordinated
unsecured promissory notes issued thereto, the “Unsecured Notes); (24) risks relating to the granting of security interests
in EigenQ’s (and after the Business Combination Closing, PubCo’s) assets, the potential enforcement of such security interests
in the event of a default or other event of enforcement, the potential loss of assets securing such obligations, and the resulting adverse
effects on EigenQ or PubCo; (25) risks relating to the applicable covenants and other requirements under the Secured Purchase Agreement,
the Unsecured Purchase Agreement, the Secured Notes or the Unsecured Notes, and the consequences of any default or failure to comply therewith;
(26) risks relating to the unsecured and subordinated status of the Unsecured Notes, including the restrictions on payments and enforcement
under the subordination agreement dated as of October 19, 2026 (the “Subordination Agreement”), by and among the Unsecured
Investor, EigenQ, an affiliate of the Secured Investor, as collateral agent for the holders of the Secured Notes (the “Secured
Agent”) and PubCo as an obligor following the Business Combination Closing; (27) risks related to the fact that SVAQ is incorporated
in the Cayman Islands and governed by Cayman Islands law; and those factors discussed in the Registration Statement, SVAQ’s Annual
Report on Form 10-K for the period ended December 31, 2025, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, in
each case, under the heading “Risk Factors,” and subsequent Quarterly Reports on Form 10-Q, the Registration Statement and
proxy statement/prospectus, or other documents that will be filed with the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional
risks that neither EigenQ nor SVAQ presently knows or that EigenQ and SVAQ currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect EigenQ’s
and SVAQ’s expectations, plans or forecasts of future events and views as of the date of this Current Report. EigenQ and SVAQ anticipate
that subsequent events and developments will cause EigenQ’s and SVAQ’s assessments to change. However, while EigenQ and SVAQ
may elect to update these forward-looking statements at some point in the future, EigenQ and SVAQ specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing EigenQ’s and SVAQ’s assessments as of
any date after the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Investor Presentation, dated October 27, 2026. |
| 99.2 |
|
Transcript of Investor Day presentation made on October 27, 2026 (furnished herewith). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: October 30, 2026 |
SILICON VALLEY ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Dan Nash |
| |
Name: |
Dan Nash |
| |
Title: |
Chief Executive Officer |
