STOCK TITAN

Silicon Valley Acquisition: EigenQ Announces $45M Financing

EigenQ reported approximately $45 million in convertible financing, with approximately half of the capital already funded.

(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Silicon Valley Acquisition Corp. (SVAQ) and EigenQ, Inc. publicly filed a Form S-4 registration statement for their proposed business combination. The registration statement includes a preliminary proxy statement/prospectus and has not been declared effective by the SEC. Completion remains subject to SEC effectiveness, required shareholder approvals, applicable listing requirements and other customary closing conditions; it is currently expected in the fourth quarter of 2026.

Under the agreement, SVAQ is expected to domesticate as a Delaware corporation and, after completion, be renamed EigenQ Holdings, Inc.; EigenQ would survive as its wholly owned subsidiary. SVAQ applied to list the post-combination company’s common stock and public warrants on the Nasdaq Global Market under proposed symbols EIGQ and EIGQW, effective upon closing. There is no closing condition requiring the warrants to be listed, and their listing is not assured. EigenQ separately announced approximately $45 million in convertible financing, with approximately half already funded.

Filing Explained

The added risk disclosures identify possible dilution from specified securities and potential asset loss if secured obligations are enforced.

The September 28, 2026 Form 8-K reports that SVAQ and EigenQ filed the S-4 for their proposed combination; it is not yet effective, and the filing newly flags possible dilution from EigenQ Warrants, PubCo Notes and PubCo Warrants.

The dilution warning is conditional on issuance: issuing additional shares increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.

The filing also flags risks that security interests in EigenQ’s assets—and, after closing, PubCo’s assets—could be enforced following a default or other enforcement event, potentially resulting in asset loss.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Convertible financing Approximately $45 million Financing announced by EigenQ
Expected closing Fourth quarter of 2026 Currently expected timing for completion of the proposed business combination
Unit composition 1 Class A ordinary share and one-half of 1 redeemable warrant SVAQ registered units
Warrant exercise price $11.50 per Class A ordinary share Each whole SVAQ warrant is exercisable for 1 Class A ordinary share
Form S-4 regulatory
"registration statement on Form S-4"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
preliminary proxy statement/prospectus regulatory
"includes a preliminary proxy statement/prospectus"
A preliminary proxy statement/prospectus is an early, draft disclosure document filed with regulators that explains a proposed corporate action—such as a merger, stock offering, or executive pay changes—and provides the facts investors need to decide how to vote or whether to buy. Think of it as a preview version of the official brochure: it outlines the deal, risks and financial details but can still change, so investors use it to assess the situation and plan before the final version arrives.
domesticate regulatory
"SVAQ is expected to domesticate to become a Delaware corporation"
To domesticate a company means to change its legal home from one jurisdiction to another, like moving a house across a state line so a different set of rules applies. For investors this matters because the new legal home can alter shareholder rights, tax treatment, corporate rules and regulatory oversight, which can affect the company’s costs, disclosures and the value or risk of its shares.
convertible financing financial
"secured approximately $45 million in a convertible financing"
Convertible financing is a loan or investment that can later turn into company shares instead of being repaid in cash, often converting at a preset price or with a discount when the next funding round or milestone occurs. Think of it as lending money now with an option to take ownership later; investors and existing shareholders care because it changes who owns how much of the company and can dilute share value depending on the conversion terms.
quantum-safe trust infrastructure technical
"developing hardware-rooted, quantum-safe trust infrastructure"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is SVAQ’s proposed business combination with EigenQ expected to close?

It is currently expected to close in the fourth quarter of 2026. Completion remains subject to the registration statement being declared effective by the SEC, required shareholder approvals, applicable listing requirements and other customary closing conditions.

How much convertible financing did EigenQ announce?

EigenQ announced approximately $45 million in convertible financing, with approximately half of the capital already funded. The financing is intended to support commercialization of its quantum-safe security portfolio and continued development of quantum products.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
false 0002085659 00-0000000 0002085659 2026-09-28 2026-09-28 0002085659 SVAQ:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember 2026-09-28 2026-09-28 0002085659 SVAQ:ClassOrdinarySharesParValue0.0001PerShareMember 2026-09-28 2026-09-28 0002085659 SVAQ:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2026-09-28 2026-09-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 28, 2026

 

Silicon Valley Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-43030   N/A
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

425 Page Mill Rd., Suite 200, 2nd Floor,
Palo Alto, CA
  94306
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (650) 206-8315

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant   SVAQU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   SVAQ   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   SVAQW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 8.01 Other Events

 

On September 28, 2026, Silicon Valley Acquisition Corp. (“SVAQ”) and EigenQ, Inc. (“EigenQ”), a quantum technology company, announced that a registration statement on Form S-4, relating to the business combination (the “Business Combination”) between SVAQ and EigenQ previously announced on June 17, 2026, has been filed with the Securities and Exchange Commission.

 

A copy of the press release announcing the filing of the registration statement is attached hereto as Exhibit 99.1 and is 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., 425 Page Mill Rd., Suite 200, 2nd Floor, Palo Alto, CA 94306.

 

Participants in the Solicitation

 

SVAQ, EigenQ and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from SVAQ’s shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SVAQ’s shareholders in connection with the proposed Business Combination will be set forth in SVAQ’s proxy statement/prospectus when it is filed with the SEC. You can find more information about SVAQ’s directors and executive officers in SVAQ’s 2025 Annual Report on Form 10-K filed with the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests 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.

  

1

 

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.

 

2

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated September 28, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

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 29, 2026 SILICON VALLEY ACQUISITION CORP.
     
  By: /s/ Dan Nash
  Name:  Dan Nash
  Title: Chief Executive Officer

 

4

 

Exhibit 99.1

 

EigenQ and Silicon Valley Acquisition Corp. Advance Proposed Business Combination with Public Filing of Registration Statement on Form S-4

 

Public filing marks another milestone toward completion of the previously announced business combination

 

AUSTIN, Texas and PALO ALTO, Calif. | September 28, 2026 | EigenQ, Inc. (“EigenQ” or the “Company”) and Silicon Valley Acquisition Corp. (Nasdaq: SVAQ) (“SVAQ”) today announced the public filing with the U.S. Securities and Exchange Commission (“SEC”) of a registration statement on Form S-4 (the “Registration Statement”) in connection with their previously announced proposed business combination (the “Business Combination”).

 

The Registration Statement includes a preliminary proxy statement/prospectus relating to the proposed Business Combination. The Registration Statement has not yet been declared effective by the SEC, and the information contained therein remains subject to change.

 

The public filing represents another step toward completion of the proposed Business Combination. Earlier this month, EigenQ announced that it has secured approximately $45 million in a convertible financing, with approximately half of the capital already funded, to support the commercialization of its quantum-safe security portfolio and continue developing quantum products across security, communications, networking and sensing.

 

Under the terms of the Business Combination Agreement, as amended, SVAQ is expected to domesticate to become a Delaware corporation and, following completion of the Business Combination, be renamed as EigenQ Holdings, Inc. (“PubCo”). EigenQ will survive the merger as a wholly owned subsidiary of PubCo.

 

SVAQ has applied to list the PubCo Common Stock and PubCo Public Warrants on the Nasdaq Global Market under the proposed ticker symbols “EIGQ” and “EIGQW,” respectively, effective upon the closing of the Business Combination. There is no condition to Closing that the PubCo Public Warrants be approved for listing on Nasdaq, and there can be no assurance that the PubCo Public Warrants will be listed on Nasdaq or any other national securities exchange following the Closing. Completion of the Business Combination remains subject to the Registration Statement being declared effective by the SEC, required shareholder approvals, satisfaction of applicable listing requirements and other customary closing conditions. The Business Combination is currently expected to close in the fourth quarter of 2026.

 

“The public filing of the Registration Statement represents another important milestone toward completing our proposed Business Combination with SVAQ,” said Dr. José R. Rosas-Bustos, Chief Executive Officer of EigenQ. “As we continue advancing the transaction, our focus remains on disciplined execution, advancing our technology and commercialization strategy with channel participants, OEMs and customers, and building sustainable long-term value.”

 

Dr. Jesse Van Griensven Thé, Chairman of EigenQ, added: “Our mission is to build the trusted infrastructure that enables governments, enterprises and critical industries to operate securely in the Quantum Era. We believe the proposed Business Combination can provide EigenQ with an expanded platform from which to accelerate innovation, deepen strategic partnerships and advance the commercialization of our foundational quantum technologies. As we move forward, we remain committed to building a more trusted, resilient and quantum-ready digital future.”

 

 

 

The Registration Statement, including the preliminary proxy statement/prospectus and additional information regarding the proposed Business Combination, is available through the SEC’s website at www.sec.gov. Investors and security holders are urged to read the Registration Statement and the documents incorporated by reference therein carefully and in their entirety because they contain important information about the proposed Business Combination.

 

About EigenQ

 

EigenQ is an applied quantum technology company developing hardware-rooted, quantum-safe trust infrastructure for the Quantum Era. Headquartered in Texas, USA, the Company’s initial commercial focus is on practical cybersecurity technologies designed to strengthen existing digital infrastructure through post-quantum cryptography, quantum-derived entropy, hardware-rooted trust, secure identity and cryptographic agility.

 

EigenQ is advancing product development, integration, validation and customer-evaluation activities with original equipment manufacturers (OEMs), technology partners and prospective customers as it works toward initial commercial sales and deployments of its cybersecurity technologies. Over time, the Company intends to expand its technology platform and capabilities across additional areas of the quantum technology landscape, including quantum artificial intelligence, quantum communications and networking, quantum sensing and quantum computing.

 

Additional information about EigenQ is available at www.EigenQ.com.

 

About Silicon Valley Acquisition Corp.

 

Silicon Valley Acquisition Corp. (Nasdaq: SVAQ) is a publicly traded special purpose acquisition company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. For more information, visit https://svacquisitioncorp.com.

 

Advisors

 

EigenQ’s U.S. legal counsel is Ellenoff Grossman & Schole LLP. SVAQ’s U.S. legal counsel is Greenberg Traurig, LLP. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC is acting as Exclusive Financial Advisor, Lead Capital Markets Advisor and Lead Placement Agent to EigenQ, Secure Strategy Group, LLC is also acting as Placement Agent to EigenQ. The Blueshirt Group is providing investor relations advisory services to EigenQ and AUM Media is providing investor relations advisory services to SVAQ.

 

Important Information About the Proposed Business Combination and Where to Find It 

 

This communication relates to a proposed business combination transaction (“Business Combination”) by and between Silicon Valley Acquisition Corp. (“SVAQ”) and EigenQ Inc. (“EigenQ”). The proposed Business Combination will be submitted to the shareholders of SVAQ for their consideration. SVAQ has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as may be amended or supplemented, the “Registration Statement”), which includes a preliminary proxy statement/prospectus relating to the proposed Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating to the securities to be issued in connection with the completion of the proposed Business Combination. After the Registration Statement has been declared effective by the SEC, SVAQ will mail a definitive proxy statement/prospectus 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 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 contain or 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 proxy statement/prospectus and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by SVAQ, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Silicon Valley Acquisition Corp., 425 Page Mill Rd., Suite 200, 2nd Floor, Palo Alto, CA 94306.

 

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. 

 

2

 

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 EigenQ’s business strategy; EigenQ’s market opportunity and positioning; and other statements regarding the transaction parties’ intentions, beliefs, or expectations with respect to 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, 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 of 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 EigenQ’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) the ability to implement business plans, forecasts, identify and realize additional opportunities, and meet or exceed management’s current expectations for EigenQ’s business; (9) 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; (10) risks relating to product development and commercialization timing, OEM integration, customer adoption and strategic participant and manufacturer, supplier and distribution relationships; (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 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; (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 or PubCo; (21) the possibility that EigenQ, SVAQ and PubCo may be adversely affected by other economic, business and/or competitive factors; (22) EigenQ’s estimates of its potential future performance; (23) risks related to the fact that SVAQ is incorporated in the Cayman Islands and governed by Cayman Islands law; (24) 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 filed with the SEC on September 28, 2026, and the 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 and views 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. 

 

3

 

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 is set forth in the preliminary proxy statement/prospectus included in the Registration Statement 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 are included in the preliminary proxy statement/prospectus contained in the Registration Statement. Shareholders, potential investors and other interested persons should read the preliminary proxy statement/prospectus and, once available, the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above. 

 

Media Relations

Nir (Benda) Ben-David 

Benda@EigenQ.com

Contact@EigenQ.com

 

Investor Relations
Michael Anderson

michael@blueshirtgroup.com

IR@EigenQ.com

 

###

 

4

 

Filing Exhibits & Attachments

5 documents

Keep reading