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):
September 26, 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
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA
94301
(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 1.01. Entry into a Material Definitive Agreement.
Amendment to the
Business Combination Agreement
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 Amendment No. 1, dated
as of August 6, 2026, and Amendment No. 2, dated as of September 17, 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.
On September 26, 2026,
SVAQ, Merger Sub, and the Company entered into a third amendment to the Business Combination Agreement (the “BCA Amendment,”
together with the Business Combination Agreement, the “Amended BCA”), which amends the Business Combination Agreement
to exclude certain warrants issued and to be issued by the Company from certain definitions and calculations under the terms of the Business
Combination Agreement, and to clarify that each such warrant is exchanged for one warrant of PubCo upon the Business Combination Closing.
The foregoing description
of the BCA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the BCA Amendment,
a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (“Current Report”), and incorporated herein
by reference.
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. A Registration Statement
is expected to be filed with the SEC, which will include preliminary and definitive proxy statements to 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 filed and
declared effective by 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., 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301.
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 will be included in the proxy statement/prospectus when it becomes available. 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 of 1933, as amended (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 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 EigenQ Warrants, PubCo Notes and PubCo Warrants; (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 Purchase Agreement, the EigenQ Notes
or the PubCo Notes, and the consequences of any default or failure to comply therewith; (26) risks related to the fact that SVAQ is incorporated
in the Cayman Islands and governed by Cayman Islands law; and those factors discussed in 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 |
| 2.1† |
|
Third Amendment to the Business Combination Agreement, dated September 26, 2026, by and among Registrant, SVAQ Merger Sub Inc. and EigenQ, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | The
exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to
furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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: September 28, 2026 |
SILICON VALLEY ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Dan Nash |
| |
Name: |
Dan Nash |
| |
Title: |
Chief Executive Officer |
