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): June
17, 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) |
|
228
Hamilton Avenue, 3rd
Floor
Palo Alto, California |
|
94301 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (650) 206-8315
Not Applicable
(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.
On June 17, 2026, Silicon
Valley Acquisition Corp., a publicly traded special purpose acquisition company, (“SVAQ”), and EigenQ Inc., an emerging leader
of quantum security solutions (“EigenQ”), issued a joint press release announcing that they have entered into a definitive
business combination agreement (the “Business Combination Agreement”) with SVAQ Merger Sub Inc., a Delaware corporation and
a direct wholly owned subsidiary of SVAQ (“Merger Sub”) pursuant to which, among other things, SVAQ and EigenQ would combine
and EigenQ would become a public company (the “Business Combination”). A copy of the press release is attached hereto as Exhibit 99.1 and
is hereby incorporated into this Current Report on Form 8-K (the “Report”) by reference.
Also attached hereto
as Exhibit 99.2 and incorporated into this Report by reference is a copy of the form of investor presentation SVAQ and EigenQ have prepared
for use in connection with the Business Combination and other transactions related thereto.
The information
in this Item 7.01, including Exhibits 99.1 and 99.2 and the information set forth therein shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”) or the Exchange Act.
Additional Information
and Where to Find It
The proposed Business
Combination will be submitted to the shareholders of SVAQ for their consideration. A registration statement on Form S-4 (as may be amended,
the “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 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 Securities and Exchange
Commission (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.
INVESTMENT IN ANY
SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THE PROPOSED Business Combination PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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 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 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 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 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 Report and exhibits
attached herein 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 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 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) risks that the Business Combination disrupts current plans and operations of EigenQ; (9) the ability to implement business
plans, forecasts, identify and realize additional opportunities, and other expectations; (10) 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; (11) risks relating to product development
and commercialization timing, OEM integration, customer adoption and strategic partnerships; (12) EigenQ’s ability to maintain and
recognize benefits from its existing strategic relationships; (13) costs related to the proposed Business Combination; (14) changes in
applicable laws or regulations; (15) changes in government mandates, requirements and standards as they relate to quantum security and
infrastructure; (16) EigenQ’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; (17) any downturn or volatility in economic conditions; (18) changes in the competitive environment
affecting EigenQ or its customers, including EigenQ’s inability to introduce new products or technologies; (19) the impact of pricing
pressure and erosion; (20) supply chain risks; (21) risks to EigenQ’s ability to protect its intellectual property and avoid infringement
by others, or claims of infringement against EigenQ; (22) the possibility that EigenQ or SVAQ may be adversely affected by other economic,
business and/or competitive factors; (23) EigenQ’s estimates of its financial performance; (24) risks related to the fact that SVAQ
is incorporated in the Cayman Islands and governed by Cayman Islands law; (25) and those factors discussed in SVAQ’s Annual Report
on Form 10-K filed with the SEC on March 31, 2026, 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 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 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 |
|
Press Release, dated June 17, 2026. |
| 99.2 |
|
Investor Presentation, dated June 2026. |
| 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: June 17, 2026 |
SILICON VALLEY ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Dan Nash |
| |
Name: |
Dan Nash |
| |
Title: |
Chief Executive Officer |
