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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 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 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 certain Amendment No. 1,
dated as of August 6, 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 17, 2026,
SVAQ, Merger Sub, and the Company entered into a second 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, among other things, (i) clarify the applicable Company Stockholders (as defined in the Business Combination Agreement) subject to
the Registration Rights and Lock-up Agreement to those listed on newly added Annex B. The BCA Amendment also extends the Outside Date
(as defined in the Business Combination Agreement) from February 14, 2027 to June 30, 2027, subject to automatic monthly extensions with
written consent of SVAQ and the Company.
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.
Note Financing
On September 17, 2026 (the “Agreement
Date”), SVAQ and EigenQ, entered into a securities purchase agreement (the “Purchase Agreement”) with an
institutional investor (the “Investor”), pursuant to which, at the Initial Closing (as defined in the Purchase Agreement),
EigenQ issued to the Investor (i) a senior secured note (the “Initial Notes”) with an original principal amount of
$22,225,000 and an original issue discount of 10% and (ii) warrants to purchase 1,852,083 shares of the Company’s common stock at
an exercise price of $12.00 per share (the “Initial Warrants”).
Additionally, pursuant to the Purchase Agreement,
immediately prior to the Business Combination Closing and subject to certain conditions, EigenQ shall issue to the Investor (i) additional
senior secured notes (the “Additional Notes,” and together with the Initial Notes, the “EigenQ Notes”)
with an original principal amount of $22,225,000 and an original issue discount of 10% and (ii) additional warrants to purchase 1,852,084
shares of the Company’s common stock at an exercise price of $12.00 per share (the “Additional Warrants,” and
together with the Initial Warrants, the “EigenQ Warrants”).
EigenQ Notes
The EigenQ Notes bear interest at a rate equal
to (i) eight percent (8%) per annum for any interest paid in cash (the “Cash Interest Rate”) and (ii) ten percent (10%)
per annum for any interest paid in kind (“PIK”) and, unless earlier converted or redeemed, will mature on the six month
anniversary of the issuance of the Initial note (the “Maturity Date”), provided that, if as of the initial Maturity
Date, the Business Combination Agreement has not been terminated as of such initial Maturity Date and the Outside Date is at least six
months following such extended Maturity Date, the Maturity Date shall be extended for another three months. Upon the Maturity Date, the
principal amount and accrued interest are payable to the Investor, along with a premium equal to 30% of the original principal balance
of the EigenQ Notes. The EigenQ Notes may not be prepaid, other than with the consent of the Investor.
The EigenQ Notes require EigenQ to comply with
certain affirmative covenants, including, without limitation:
| ● | using
reasonable best efforts to cause each of the conditions precedent to the Business Combination Closing set forth in the Business Combination
Agreement to be satisfied and not to take, or omit to take, any action that would give either party the right to terminate the Business
Combination Agreement or that would otherwise result in the failure of any condition precedent to the Business Combination Closing to
be satisfied; |
| ● | maintaining
unrestricted cash and cash equivalents (which shall be held in deposit accounts (each, a “DACA”) subject to an account
control agreement) of at least $7,500,000 at all times and at least $10,000,000 as of the last day of each fiscal quarter of EigenQ (and
upon the issuance of the Additional Notes, such minimum amounts shall increase to $10,000,000 at all times and $15,000,000 as of the
last day of each fiscal quarter, respectively); |
| ● | obligations
to report to the investor with respect to the status of the Business Combination (including, without limitation, communications with
the U.S. Securities and Exchange Commission (the “SEC”), alleged breaches of the Business Combination Agreement, redemption
tallies in connection with the Business Combination); and |
| ● | using
reasonable best efforts to cause: (i) the Company’s response to any SEC comment letter on the registration statement on Form S-4
to be filed in connection with the Business Combination (the “Business Combination Registration Statement”) to be
filed with the SEC no later than twenty one days after receipt of such comment letter; (ii) the Business Combination Registration Statement
to be declared effective by the SEC no later than six months after its initial filing with the SEC; (iii) the SVAQ shareholders meeting,
including any adjournment or postponement thereof, to be convened no later than forty five days following the effectiveness of the Business
Combination Registration; and (iv) the Business Combination Closing to occur no later than the earlier of (a) the later of (1) sixty
days following the effectiveness of the Business Combination Registration if such effectiveness occurs in calendar year 2026,
or forty-five (45) days following such effectiveness if such effectiveness occurs in calendar year 2027 and (2) five (5) Business Days
following the SVAQ shareholders meeting and (b) June 30, 2027. |
The EigenQ Notes require EigenQ to comply with
certain customary negative covenants, including, without limitation, restrictions on liquidation or dissolution; mergers, consolidations
or asset sales outside the Business Combination; dividends and distributions; affiliate transactions; incurrence of indebtedness or liens;
investments; formation of subsidiaries not joining the security documents; allowing the removal of certain key personnel; and amending
or waiving the Business Combination Agreement without the Investor’s consent (subject to a five business day deemed-approval mechanic).
Any breach of a representation, warranty or covenant under the Transaction Documents (as defined in the Purchase Agreement), including
EigenQ’s failure to consummate the Additional Closing (as defined in the Purchase Agreement) if the Investor is ready, willing and
able to do so, constitutes an event of default under the EigenQ Notes.
For purposes of the EigenQ Notes, “Ordinary
Course of Business” is defined as , in respect of any transaction involving EigenQ or any of its subsidiaries, the ordinary course
of EigenQ or such subsidiary’s business in accordance with (a) the usual and customary customs and practices in the kind of business
in which EigenQ or such subsidiary is engaged, (b) the past practice and operations of EigenQ or such subsidiary, or (c) the proposed
and planned practices, activities and operations of EigenQ or such subsidiary as described in the Business Combination Registration Statement,
and in each case, undertaken by EigenQ or such subsidiary in good faith and not for purposes of or having the practical effect of evading
any covenant or restriction in any other Transaction Document.
The EigenQ Notes also include customary events
of default, including, without limitation (and, where applicable, subject to any cure periods set forth in the EigenQ Notes):
| ● | a
breach of any representation, warranty, covenant or agreement of EigenQ contained in the EigenQ Notes or any related Transaction Document; |
| ● | failure
to pay any amount of principal or interest due under the EigenQ Notes when due (including by exchange in connection with the Business
Combination Closing) and if such failure remains uncured for a period of at least five (5) business days; |
| ● | EigenQ’s
bankruptcy, insolvency, dissolution or liquidation (whether voluntary or involuntary); |
| ● | EigenQ
fails to pay when due any of its indebtedness, or any interest or premium thereon, when due and such failure continues after the applicable
grace period, if any, specified in the agreement or instrument relating to such indebtedness; |
| ● | entry
of one or more judgments or decrees in an aggregate principal amount in excess of $1,000,000 against EigenQ and all of such judgments
or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; |
| ● | there
shall have occurred any material adverse effect to EigenQ; or |
| ● | the
Business Combination Agreement is terminated, canceled or otherwise ceases to be in full force and effect. |
If an event of default occurs and is continuing,
upon the election of the holder, all amounts outstanding and unpaid under the EigenQ Notes, including any PIK interest amounts added to
the principal balance thereof and any then unpaid and accrued interest, together with an additional premium equal to forty percent (40%)
of the original principal amount of the EigenQ Notes.
If any amount payable under the EigenQ Notes is
not paid when due, whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at a rate equal
to the applicable Interest Rate plus five percentage points (5%), stepping up by an additional five percentage points (for a total of
ten percentage points (10%) above the applicable Interest Rate) after 90 calendar days from the date of such non-payment until such amount
is paid in full.
Upon the consummation of the Business Combination,
the unpaid principal amount of the EigenQ Notes (including any PIK interest amounts added thereto), together with any interest accrued
but unpaid thereon (the “BC Conversion Amount”) will be exchanged for senior secured convertible notes of the Company
(the “PubCo Notes”), with an original principal amount equal to the BC Conversion Amount.
EigenQ Warrants
In addition, the Company is issuing the Investor
the Initial Warrants and the Additional Warrants, exercisable into an aggregate of 3,704,166 shares of Company common stock (the “Warrant
Shares”). The EigenQ Warrants carry a five year term and is subject to a price adjustment should EigenQ issue securities below
the exercise price of the warrant which is the fixed conversion price of the EigenQ Notes.
PubCo Notes
The PubCo Notes will have a maturity date which
is on the five year anniversary of the Business Combination Closing, subject to extension in accordance with the terms of the PubCo Notes
(the “Maturity Date”), and bear interest at a rate (the “Interest Rate”) equal to (i) eight percent
(8%) per annum for any interest paid in cash (the “Cash Interest Rate”) and (ii) ten percent (10%) per annum for any
interest paid in kind. From and after the occurrence and during the continuance of any Event of Default (as defined below), the Interest
Rate shall automatically be increased to a rate equal to the applicable Interest Rate plus three (3) percentage points (the “Default
Rate”).
Pursuant to the PubCo Notes, any amount of principal,
interest or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred
and payable by PubCo in an amount equal to interest on such amount at the rate of twelve percent (12%) per annum from the date such amount
was due until the same is paid in full.
Conversion Price
Amounts under the PubCo Notes (the “Conversion
Amount”) (which includes the sum of (A) the portion of the principal of the PubCo Note to be converted, redeemed or otherwise
with respect to which this determination is being made, (B) accrued and unpaid interest with respect to such principal, (C) accrued and
unpaid late charges with respect to such principal and interest, and (D) any other unpaid amounts pursuant to the PubCo Notes and the
Transaction Documents, if any) will be convertible, at any time at the Investor’s option, into shares of PubCo’s common stock,
par value $0.00001 per share (the “Common Stock” and such shares issuable upon conversion, the “Conversion
Shares”), at an initial conversion price of $12.00 per share (the “Conversion Price”), which is subject to
adjustment for stock splits, stock dividends, stock combinations, recapitalizations, anti-dilution and other customary adjustment events.
In addition, upon the nine month anniversary of
the issuance of the PubCo Notes, and each successive nine (9) month anniversary thereof (each, a “Reset Date”), the
Conversion Price shall be reset to the lowest daily volume-weighted average price (“VWAP”) during the five trading
days ending on, and including, the trading day immediately preceding the applicable Reset Date (such period, the “Reset Measuring
Period,” and such price, the “Reset Price”), but not below a floor price (the “Floor Price”)
initially set at $5.00.
If the Reset Price on any Reset Date would be
below both the then-applicable Floor Price and Conversion Price, PubCo may, within specified notice periods, elect to (a) reduce the Conversion
Price and Floor Price to the un-floored Reset Price, (b) recalculate the Reset Price as of a later measuring date (available once per
Reset Date), or (c) permit the holder to require redemption of the affected Conversion Amount in cash at 100% of the amount being redeemed.
A failure to timely deliver notice of election is deemed an irrevocable election of clause (a).
The PubCo Notes also contain a change of control
put right entitling the Investor to require redemption of any of the Conversion Amount under the PubCo Note at a 120% premium upon the
occurrence of a change of control transaction.
Company Optional Redemption
The PubCo Notes provide PubCo with the right,
at its option, and provided certain equity conditions are met, to redeem all of the Conversion Amount remaining under the PubCo Notes
in cash at a price (the “Company Optional Redemption Price”) equal to the product of (x) the Conversion Amount being
redeemed as of the Company Optional Redemption Date (as defined in the PubCo Notes) and (y) the applicable Company Optional Redemption
Premium. “Company Optional Redemption Premium” means (i) during the period commencing on the issuance date and ending
on the second (2nd) anniversary thereof, 130%, and (ii) after the second (2nd) anniversary of the issuance date,
120%.
Forced Conversion
The PubCo Notes provide PubCo with the right,
at its option, to effect a mandatory conversion of all (but not less than all) of the outstanding Conversion Amount, into shares of common
stock of PubCo (the “PubCo Common Stock”) if certain conditions are satisfied. PubCo has the option to effect such
forced conversion if the VWAP of the PubCo Common Stock exceeds $18.00 per share (as adjusted pursuant to the terms of the PubCo Notes)
for fifteen consecutive trading days (the “Threshold Period”). The Company may not deliver a notice of forced conversion,
unless certain equity conditions are met (unless waived in writing by the holder) on each trading day occurring during the period commencing
on the first trading day of the Threshold Period and ending on (and including) the forced conversion date (the “Forced Conversion
Period”) and if any failure of such equity conditions occurs during the Forced Conversion Period, the forced conversion notice
shall automatically be deemed withdrawn. During the Forced Conversion Period, the holder will retain the right to voluntarily convert
the PubCo Notes pursuant to their terms.
Amortization
The PubCo Notes provide that if, during any period
of ninety consecutive trading days, (i) the VWAP of the PubCo Common Stock is less than $3.00 (as adjusted for share splits, share dividends,
share combinations, recapitalizations and similar events) on sixty-one (61) or more trading days during such period and (ii) the daily
aggregate dollar trading volume of the PubCo Common Stock is less than $3,500,000 on sixty-one or more trading days during such period
(the first date on which both of the foregoing conditions are satisfied, the “Trigger Date”), then PubCo shall repay
the Conversion Amount outstanding under the PubCo Notes as of the Trigger Date (the “Amortization Amount”) in six (6)
monthly installments in cash.
Events of Default
The PubCo Notes include customary events of default
(each, an “Event of Default”), including, without limitation (and, where applicable, subject to any cure periods set
forth in the PubCo Notes):
| ● | suspension
of trading of the PubCo Common Stock on The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global
Select Market, or the Nasdaq Global Market for five consecutive trading days; |
| ● | PubCo’s failure to
deliver shares under the PubCo Notes or the PubCo Warrants (as defined below) within five trading days of the applicable conversion date or exercise
date (as applicable), or notice, written or oral, to any holder of PubCo Notes or PubCo Warrants of its intention not to comply, as
required, with a request for conversion of any PubCo Notes or PubCo Warrants into shares of PubCo Common Stock; |
| ● | PubCo’s
failure to maintain the required share reserve for the PubCo Notes and the PubCo Warrants; |
| ● | any
failure to make a payment under the PubCo Note or other Transaction Documents or any other agreement, document, certificate or other
instrument delivered in connection with the transactions, which failure continues for five (5) trading days in the case of principal,
or ten (10) trading days in the case of any other amount; |
| ● | occurrence
of any default under, redemption of or acceleration of $3,000,000 (the “Applicable Dollar Threshold”) or more of PubCo’s
(or any subsidiary’s) other indebtedness; |
| ● | PubCo’s
bankruptcy, insolvency, or liquidation (whether voluntary or involuntary) (subject to the conditions in the PubCo Note, a “Bankruptcy
Event of Default”); |
| ● | entry
of final judgment(s) for the payment of money aggregating in excess of the Applicable Dollar Threshold against the Company or any subsidiary
(subject to certain conditions); |
| ● | PubCo
or any subsidiary otherwise being in breach or violation of any agreement for indebtedness in excess of the Applicable Dollar Threshold,
which breach or violation permits acceleration of amounts due thereunder; |
| ● | breaches
of representations, warranties, or covenants in any Transaction Document except, in the case of a breach of a covenant or other term
or condition that is curable, only if such breach remains uncured for a period of ten (10) trading days; |
| ● | any
failure of the resale registration statement to be timely filed, declared effective, or maintained in accordance with the Registration
Rights Agreement (as defined below); |
| ● | a
false or inaccurate certification by PubCo with respect to equity conditions being satisfied or having been no equity conditions failure,
occurrence of an event of default, or that any redemption blocking conditions do not exist; |
| ● | any
breach or failure in any respect by PubCo or any subsidiary to comply with any covenants set forth in the PubCo Note; |
| ● | the
occurrence of any event, for any reason, pursuant to which Dr. José R. Rosas-Bustos or Dr. Jesse Van Griensven Thé ceases to
serve as Chief Executive Officer or chairman, respectively, of EigenQ, (whether as a result of death, disability or incapacity, resignation,
termination (with or without cause), removal, or otherwise). |
| ● | the
occurrence of any material adverse effect; |
| ● | any
Transaction Document or any security document ceasing to be valid, binding or enforceable in any material respect, or the perfection
or priority of the collateral agent’s lien on the collateral being impaired, in each case subject to specified cure and contest
rights; |
| ● | any
security documents shall for any reason fail or cease to create a separate valid and perfected and, except to the extent permitted by
the terms hereof or thereof, first priority lien on the collateral in favor of the Investor, in its capacity as the collateral agent, or
any material provision of any security documents shall at any time for any reason cease to be valid and binding on or enforceable against
PubCo or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by PubCo
or any governmental authority having jurisdiction over PubCo, seeking to establish the invalidity or unenforceability thereof; or |
| ● | any
material damage to, or loss, theft or destruction of, any collateral, whether or not insured, or any strike, lockout, labor dispute,
embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than thirty (30) consecutive days, the cessation
or substantial curtailment of revenue producing activities at any facility of PubCo or any subsidiary, if any such event or circumstance
would reasonably be expected to have a material adverse effect. |
Upon the occurrence of an Event of Default, PubCo
will be required to, within one business day after the occurrence of such Event of Default, deliver written notice thereof (an “Event
of Default Notice”) to the Investor. At any time after the earlier of the Investor’s receipt of an Event of Default Notice
and the Investor becoming aware of an Event of Default and ending (such ending date, the “Event of Default Right Expiration Date”)
on the tenth (10th) trading day after the later of (x) the date such Event of Default is cured and (y) the Investor’s
receipt of an Event of Default Notice, the Investor may require PubCo to redeem (regardless of whether such Event of Default has been
cured on or prior to the Event of Default Right Expiration Date) all or any portion of the PubCo Notes. Redemption of the PubCo Note upon
such Event of Default shall be at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied
by (B) 120% and (ii) the product of (X) the Conversion Rate (as defined in the PubCo Notes) with respect to the Conversion Amount in effect
at such time as the holder delivers an Event of Default Redemption Notice (as defined in the PubCo Notes) multiplied by (Y) the product
of (1) 120% multiplied by (2) the greatest Closing sale price of the PubCo Common Stock on any trading day during the period commencing
on the date immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to be made
under such provision (the “Event of Default Redemption Price”).
Upon any Bankruptcy Event of Default, PubCo will
be required to pay to the Investor an amount in cash representing (i) all outstanding principal, accrued and unpaid interest and accrued
and unpaid late charges on such principal and interest, multiplied by (ii) 120%, in addition to any and all other amounts due under the
PubCo Notes, without the requirement for any notice or demand or other action by the holder or any other person or entity, provided that
the holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and
any such waiver shall not affect any other rights of the holder under the PubCo Notes, including any other rights in respect of such Bankruptcy
Event of Default, any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price
(as defined in the PubCo Notes), as applicable.
Upon the occurrence and continuation of an Event
of Default, default interest shall accrue at the applicable interest rate plus three percentage points.
Covenants
The PubCo Notes require PubCo to comply with certain
covenants (subject to certain exceptions), including, without limitation: (i) ranking the PubCo Notes senior to PubCo’s and its
subsidiaries’ other indebtedness; (ii) restrictions on incurring additional indebtedness or liens, subject to customary exceptions
(including limited additional unsecured indebtedness following a Collateral Release, as described below); (iii) restrictions on dividends,
distributions, investments and affiliate transactions outside the ordinary course; (iv) restrictions on asset transfers and on any subsidiary
indebtedness maturing prior to the Maturity Date; (v) a prohibition on engaging in any material line of business unrelated to EigenQ’s
existing quantum computing and quantum-safe cybersecurity business; (vi) obligations to maintain corporate existence, properties, intellectual
property and insurance; (vii) restrictions on issuing additional securities that would breach or default the PubCo Notes; and (viii) collateral-related
covenants, including requiring new subsidiaries to become guarantors and grant security, advance notice of changes to collateral locations,
and a waiver of usury defenses.
The PubCo Notes also require PubCo to comply with
certain financial covenants, including maintaining minimum available cash on hand that adjusts based on the outstanding principal amount
of the PubCo Notes, which minimum cash requirement is reduced (or eliminated) once the outstanding balance falls below specified thresholds
or following a release of collateral conditioned on maintaining a corresponding minimum balance in a blocked deposit account. Any failure
to comply with the minimum cash covenant is an Event of Default under the PubCo Notes and must be disclosed by PubCo on a Current Report
on Form 8-K no later than the fourth day after the end of the applicable fiscal quarter (in the case of a quarter-end failure) or promptly
after PubCo becomes aware of any other failure to comply. PubCo and its subsidiaries are also subject to customary restrictions on maintaining
deposit or investment accounts that are not subject to a control agreement in favor of the collateral agent, subject to specified de minimis
thresholds.
The Purchase Agreement contains customary representations,
warranties, and agreements of the Company and the Investor, and customary indemnification rights and obligations of the parties.
PubCo Warrants
Upon the Business Combination Closing, the EigenQ
Warrants will be exchanged for warrants of PubCo (the “Pubco Warrants”), which are exercisable at an exercise price
of $12.00 into 3,704,166 shares of PubCo Common Stock (the “PubCo Warrant Shares”). The PubCo Warrants carry a five
year term and is subject to price adjustment should the Company issue securities below the exercise price of the warrant, subject to
a $5.00 floor price, which may be adjusted in substantially the same manner as in the PubCo Notes.
Registration Rights Agreement
In connection with the Purchase Agreement, PubCo
agreed to enter into a registration rights agreement with the Investor (the “Registration Rights Agreement”), pursuant
to which the Company agreed to file, no later than 45 days following the Business Combination Closing, a resale registration statement
(the “Initial Registration Statement” to register for resale a number of shares of Common Stock equal to 200% of the
maximum number of Conversion Shares issuable upon conversion of the PubCo Notes and 200% of the number of Warrant Shares issuable upon
exercise of the PubCo Warrants, using an exercise price and conversion price of $5.00 for purposes of calculating the shares registerable
under the Initial Registration Statement, after the date of the Registration Rights Agreement, and to use best efforts to cause such Initial
Registration Statement to be declared effective within the effectiveness deadlines specified thereunder.
The Registration Rights Agreement contains customary
provisions relating to registration procedures, expenses, PubCo’s obligations to maintain current public information to permit resales
under Rule 144, the Investor’s information and cooperation obligations, restrictions on the Company’s ability to file other
registration statements prior to the effectiveness of the Initial Registration Statement (subject to certain exceptions for Form S-8,
existing registration statements, and exempt issuances), certain liquidated damages for the Company’s noncompliance with certain
covenants under the Registration Rights Agreement and PubCo’s and Investor’s respective indemnification obligations, including
contribution provisions, in connection with any registered resale of the registrable securities.
Pledge and Security Agreement
EigenQ also entered into a pledge and security
agreement with an affiliate of the Investor, as collateral agent for the Investor (the “Pledge and Security Agreement”),
pursuant to which EigenQ granted to the collateral agent, for the ratable benefit of the Investor, a continuing, first-priority security
interest in substantially all of EigenQ’s assets, including a pledge of the equity interests of its subsidiaries (limited to 65%
of the voting equity interests of any non-U.S. subsidiary where a greater pledge would result in adverse tax consequences), in each case
subject to customary permitted liens and excluded assets. The Pledge and Security Agreement provides that all collateral in which EigenQ
has granted a security interest, other than EigenQ’s cash, Deposit Accounts, Securities Accounts and Commodity Accounts (and the
Investment Property held therein), will be released (the “Collateral Release”) upon EigenQ having deposited $25,000,000
in cash into a single segregated blocked account maintained at a depositary institution reasonably acceptable to the collateral agent,
which account will be subject to the exclusive control of the collateral agent and EigenQ will not have access to the funds in such account,
as well as certain other conditions, including that (i) no Event of Default shall have occurred and there shall be no event or circumstance
that, with the giving of notice or the passage of time, would become an Event of Default and (ii) the Company shall have delivered to
the collateral agent an officer’s certificate certifying that each of the conditions to the Collateral Release has been satisfied.
Upon the Business Combination Closing, PubCo will join the Pledge and Security Agreement as an additional grantor.
The foregoing descriptions of the Purchase Agreement,
the EigenQ Notes, the EigenQ Warrants, the PubCo Notes, the PubCo Warrants, the Registration Rights Agreement and the Pledge and Security
Agreement are not complete and are subject to, and qualified in their entirety by reference to, the full text of the Purchase Agreement,
the EigenQ Notes, the EigenQ Warrants, the PubCo Notes, the PubCo Warrants, the Registration Rights Agreement and the Pledge and Security
Agreement, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report
and are incorporated herein by reference.
Amendment No. 1
to the Letter Agreement
In connection with the foregoing transactions, SVAQ, Silicon Valley
Acquisition Sponsor LLC (the “Sponsor”), and directors and officers of SVAQ entered into Amendment No. 1 ( “Amendment
No. 1”) to the insider letter agreement, dated as of December 22, 2025 (the “Original Letter Agreement” and,
together with Amendment No. 1, the “Amended Letter Agreement”), whereby the parties thereto agreed, among other things,
that any Transaction Support Shares (as defined in the Sponsor Support Agreement, dated June 17, 2026 (as amended on August 6, 2026),
by and among the Sponsor, EigenQ and SVAQ) transferred to the Investor (namely the Transferred Founder Shares) and, at the sole discretion
of the Sponsor, any additional Transaction Support Shares transferred to other investors or third parties after the date thereof, shall
be released from the lock-up restrictions contained in the Original Letter Agreement upon the consummation of the Business Combination,
subject to restrictions under federal securities laws.
The foregoing description
of the Amended Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Amended Letter Agreement, a copy of which is filed as Exhibit 10.8 to this Current Report, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth above under Item 1.01
with respect to the PubCo Notes is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sale of Equity Securities
Reference is made to the disclosure set forth
under Item 1.01, which disclosure is incorporated herein by reference.
The EigenQ Notes and EigenQ Warrants were, and
the shares issuable upon exercise of the EigenQ Warrants will be, issued in a transaction exempt from the registration requirements under
the U.S. Securities Act in reliance on the exemption provided by Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. If
the PubCo Notes and the PubCo Warrants are not registered on the Business Combination Registration Statement, the PubCo Notes and PubCo
Warrants, and the shares issuable upon conversion of the PubCo Notes and exercise of the PubCo Warrants will be, issued in a transaction
exempt from the registration requirements under the U.S. Securities Act in reliance on the exemption provided by Section 4(a)(2) thereof
and Rule 506(b) of Regulation D thereunder. The aggregate purchase price paid by the Investor for the Initial Notes and the Initial Warrants
was $20,002,500, reflecting the $22,225,000 original principal amount of the Initial Notes net of the 10% original issue discount.
The Investor has represented that it is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D, and is acquiring the securities described herein for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
Item 8.01 Other Events
Founder Shares
Transfer Agreement
In connection with the
foregoing transactions, SVAQ, the Sponsor, and the Investor, entered into a founder shares transfer agreement (the “Founder Shares
Transfer Agreement”), dated as of September 17, 2026, pursuant to which, the Sponsor agreed to transfer up to 1,000,000 Class
B ordinary shares (the “Founder Shares”), par value $0.0001 per share (the “Transferred Founder Shares”)
of SVAQ to the Investor, with 500,000 shares to be transferred as of the Initial Closing and 500,000 Founder Shares to be transferred
as of the Additional Closing. The Transferred Founder Shares shall continue to be subject to lock-up and transfer restrictions as provided
in the Original Letter Agreement, until the consummation of the Business Combination, and shall be registered in the Business Combination
Registration Statement and be freely tradable after consummation of the Business Combination.
Press Release
On September 18, 2026, SVAQ and EigenQ issued a press release announcing
the Purchase Agreement and the related transactions. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated in this Item 8.01 by reference.
The press release is neither an offer to sell nor a solicitation of
an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a
sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
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 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 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†
|
|
Second Amendment to the Business Combination Agreement, dated September 17, 2026, by and among Registrant, SVAQ Merger Sub Inc. and EigenQ Inc. |
| 10.1*† |
|
Securities Purchase Agreement, dated September 17, 2026, by and among Registrant and the Investor. |
| 10.2† |
|
Form of EigenQ Note. |
| 10.3† |
|
Form of EigenQ Warrant. |
| 10.4 |
|
Form of PubCo Note. |
| 10.5 |
|
Form of PubCo Warrant. |
| 10.6 |
|
Form of Registration Rights Agreement, by and between EigenQ Holdings, Inc and the Investor. |
| 10.7 |
|
Pledge and Security Agreement, dated September 17, 2026, by and among EigenQ, Inc., the subsidiary Grantors party thereto, and the collateral agent. |
| 10.8 |
|
Amendment No. 1 to the Letter Agreement, dated September 17, 2026, by and among Registrant, Silicon Valley Acquisition Sponsor LLC, and certain directors and officers of the Registrant. |
| 99.1 |
|
Press Release dated September 18, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * | Certain personally identifiable information has been omitted from this
exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| † | 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 18, 2026 |
SILICON VALLEY ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Dan Nash |
| |
Name: |
Dan Nash |
| |
Title: |
Chief Executive Officer |
12
Exhibit 99.1
EigenQ and Silicon Valley Acquisition Corp. Announce Approximately
$45M Committed Financing to Support EigenQ’s Commercialization
Austin, Texas – September 18, 2026 – EigenQ, Inc.
(“EigenQ”), an applied quantum technology company building the trusted infrastructure for the Quantum Era, and Silicon Valley
Acquisition Corp. (“SVAQ”) (Nasdaq: SVAQ), a publicly traded special purpose acquisition company, today announced that EigenQ
has entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor providing financing
to support EigenQ’s commercialization plans.
The financing is comprised of approximately $45 million in the form
of a convertible note, of which approximately $22.5 million was funded upfront with the remaining expected to fund at completion of the
previously announced Business Combination between EigenQ and SVAQ. EigenQ expects to use the net proceeds of the financing to accelerate
commercialization of its quantum-safe security portfolio, expand delivery capacity alongside its OEM and channel partners, continue R&D
across quantum security, communications, networking and sensing, and for working capital and general corporate purposes.
Dr. José R. Rosas-Bustos, Chief Executive Officer of EigenQ.
“Today’s announcement is a major milestone for EigenQ. It represents an important endorsement of what we have already built
and our ability to bring together exceptional partners and institutions to participate in our story. This investment accelerates our mission
to offer quantum solutions that can add significant value to companies in the post quantum world.”
Dr. Jesse Van Griensven Thé, Chairman of EigenQ, added, “We
believe that our key strategic decisions of undertaking a capital-light approach through partnerships and building sustainable operations
with optimal capital deployment have led us to our first institutional capital raise. We are excited to bring the EigenQ story to the
public markets as this financing full funds us through cash flow breakeven.”
Dan Nash, Chief Executive Officer of SVAQ, said, “We believe
that the quantum technology market represents a generational opportunity and EigenQ is well positioned to capture it. We remain excited
to partner with EigenQ’s exceptional leadership team and the new investor as EigenQ moves towards the public markets.”
Building the Quantum Era Infrastructure
| · | EigenQ develops quantum technologies designed to address critical challenges spanning cybersecurity, digital trust, AI infrastructure,
communications, sensing, and advanced computing. Through a growing portfolio of intellectual property, strategic partnerships, and commercial
products, EigenQ is building technologies intended to support multiple segments of the emerging quantum economy. |
| · | While the Company’s initial commercialization efforts are focused on quantum-resilient security and trusted infrastructure,
EigenQ’s broader vision extends across a range of quantum-enabled technologies expected to shape future government, enterprise,
industrial, and national-security systems. |
Commercial Momentum and Anticipated Execution
| ● | EigenQ
has focused on innovation and commercialization, translating years of research and development into deployable, market-ready solutions
that are aligned with current regulatory requirements, customer needs, and procurement frameworks. |
| ● | EigenQ
has established strategic collaborations with leading global technology partners including HPE, AMD, WNC, and TD SYNNEX. Importantly,
the Company has established pathways for technology integration, manufacturing scale, distribution, and deployment across both public
and private sector environments. These technologies are designed to reduce barriers to implementation. |
| ● | Initial
commercialization efforts are focused on government, defense, and critical infrastructure markets, where regulatory requirements and
security mandates are creating immediate demand. Subsequently, the Company expects to expand across enterprise infrastructure,
artificial intelligence platforms, financial services, telecommunications, healthcare, industrial systems, and international markets. |
Major Strategic Collaborations
| ● | TD SYNNEX & AMD: Announced a collaboration to
help organizations evaluate and prepare AMD EPYC processor-based server environments for post-quantum security migration and phased infrastructure
modernization. |
| ● | WNC Corporation: Partnered to accelerate volume production
and go-to-market strategies for quantum-safe servers, appliances, and edge devices. |
| ● | HPE & Intel Ecosystem: Aligned technology integrations
to support platform retrofitting, secure workload protection, and cryptographic agility across enterprise and public sectors. |
The Business Combination
| ● | EigenQ announced a definitive business combination agreement
with Silicon Valley Acquisition Corp. valuing the combined company at an estimated $3 billion enterprise value that would take the quantum
technology company public on Nasdaq Global Market under the ticker symbol “EIGQ”, subject to shareholder approval, regulatory
approvals and other customary closing conditions. |
| ● | The Business Combination Agreement has been unanimously approved
by the Board of Directors of SVAQ and the Board of Directors of EigenQ. |
| ● | The proposed transaction, expected to close in the fourth
quarter of 2026 pending shareholder and regulatory approvals, would provide EigenQ with additional access to capital while existing shareholders
are expected to retain significant ownership stakes. |
Advisors
Cohen & Company Capital Markets, a division of Cohen & Company
Securities, LLC, is serving as Exclusive Financial Advisor, Lead Capital Markets Advisor and Sole Placement Agent to EigenQ. Ellenoff
Grossman & Schole LLP is acting as legal counsel to EigenQ, Greenberg Traurig, LLP is acting as legal counsel to SVAQ and Reed Smith
LLP is acting as legal counsel to Cohen & Company Securities, LLC. The Blueshirt Group is providing investor relations advisory services
to EigenQ and AUM Media is providing investor relations advisory services to SVAQ.
About EigenQ
EigenQ is an applied quantum technology company building the trusted
infrastructure for the Quantum Era. Headquartered in Texas, USA, the company develops and commercializes foundational technologies across
quantum security, communications, networking and sensing — helping public and private sectors globally prepare for a future shaped
by quantum computing and AI.
Working alongside a global ecosystem of OEMs, technology partners and
industry leaders, EigenQ today delivers deployable, market-ready solutions that combine post-quantum cryptography, quantum-derived entropy,
hardware-rooted trust, secure identity and cryptographic agility to strengthen existing digital infrastructure.
For more information, visit https://www.eigenq.com.
About Silicon Valley Acquisition Corp.
Silicon Valley Acquisition Corp. is a blank check company whose business
purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses.
Media Contacts
EigenQ Media Relations
Contact@EigenQ.com
EigenQ Investor Relations
IR@EigenQ.com
Important Information About the Proposed Business Combination and
Where to Find It
This communication relates to a proposed business
combination transaction (“Business Combination”) between EigenQ and SVAQ. The proposed Business Combination will be submitted
to the shareholders of SVAQ for their consideration. A draft registration statement on Form S-4 (as may be amended or supplemented, the
“Registration Statement”) has been submitted for review by the SEC, to be followed by a publicly-filed Registration Statement,
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, PubCo and the proposed Business Combination. This press release 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.
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.
Forward-Looking Statements
This press release contains 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 press release 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 PubCo securities on Nasdaq; PubCo’s potential future financial performance; PubCo and EigenQ’s ability to execute
the Company’s business strategy; EigenQ’s market opportunity and positioning; and other statements regarding the transaction
parties’ intentions, beliefs, or expectations with respect to the Pubco’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 press release,
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, PubCo 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 SVAQ or stockholders of EigenQ 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 and, after closing, maintain stock exchange listing standards in connection with or 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, Pubco’s and the Company’s ability to successfully execute EigenQ’s business plans, deploy products and
services that are accepted in the marketplace, grow and manage growth, maintain relationships with customers, and retain the services
of management and key employees, as well as by numerous other factors including, without limitation, the timeline and scope of governmental
mandates applicable to EigenQ’s business, competition, and further developments in quantum computing technology; (8) risks that
the Business Combination disrupts EigenQ’s current plans and operations; (9) the ability to implement business plans, identify and
realize additional opportunities, and meet or exceed management’s current expectations for EigenQ’s business; (10) political,
social or economic instability, including in emerging markets, such as the Middle East and other countries in which EigenQ, PubCo, 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 participant and manufacturer, supplier and
distribution relationships; (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 capital
needs and related management assumptions regarding, among other matters, the potential timeline to consummate the proposed transaction,
shareholder redemptions and transaction consideration or 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 or PubCo; (22) the possibility that
EigenQ, SVAQ and Pubco may be adversely affected by other economic, business and/or competitive factors; (23) EigenQ’s estimates
of the Company future potential performance; (24) risks related to the fact that SVAQ is incorporated in the Cayman Islands and governed
by Cayman Islands law; (25) and other 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 on Form S-4, once
publicly-filed with the SEC and proxy statement/prospectus included therein, or other documents that will be filed with the SEC. If any
of these risks materialize or our assumptions with respect thereto 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, beliefs or forecasts of future events
as of the date of this press release. 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 press release. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
No Offer or Solicitation
This press release 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 press release
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 press release 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 of securities to avail itself of any exemption under the Securities Act.
Participants in 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.
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