Business Context and Reporting Period
Company: Silicon Valley Acquisition Corp. (SVAQ), a Cayman Islands exempted company (Emerging Growth Company).
Reporting Date: June 17, 2026.
Event: Entry into a Material Definitive Agreement (Business Combination Agreement) with EigenQ, Inc. (the "Company").
Transaction Overview: SVAQ will domesticate from the Cayman Islands to Delaware and merge with EigenQ via a wholly-owned subsidiary. EigenQ will continue as the surviving company and become a wholly-owned subsidiary of the domesticated SVAQ. The combined entity intends to list on a national securities exchange (NYSE, NYSE American, or Nasdaq).
Key Financial Metrics and Deal Terms
Valuation: The transaction values EigenQ at an implied equity value of $2,930,000,000.
Exchange Ratio: Calculated as $2,930,000,000 divided by ($10.00 per share plus the number of Fully-Diluted Shares).
Equity Incentive Plan: A new plan will be established with an initial reserve of approximately 10% of the fully diluted Domesticated Purchaser Common Stock, featuring an annual "evergreen" provision of 1%.
Financing: SVAQ and EigenQ will use reasonable best efforts to obtain transaction financing prior to closing. The Sponsor has agreed to transfer up to 2,165,950 Founder Shares to potential investors to support this financing if needed.
Financial Statements: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for either SVAQ or EigenQ. Investors are directed to the upcoming Proxy Statement/Prospectus and SVAQ's 2025 Annual Report (Form 10-K) for audited financial data.
Material Changes and Transaction Structure
- Domestication: SVAQ will transfer from the Cayman Islands to Delaware. Existing Class A and B shares, warrants, and units will convert automatically on a one-for-one basis into Domesticated Purchaser Common Stock and Warrants.
- Shareholder Redemption: SVAQ shareholders will have the opportunity to redeem their Class A Ordinary Shares for cash prior to the closing, subject to shareholder approval.
- Board Composition: The Post-Closing Board will consist of seven directors designated by EigenQ (majority independent) and one board advisor designated by SVAQ.
- Support Agreements:
- Sponsor Support: The Sponsor agreed to vote in favor of the deal, waive anti-dilution protections, and waive redemption rights. Up to 50% of non-transferred Founder Shares may be forfeited if financing support is not utilized.
- Company Stockholder Support: A key stockholder of EigenQ agreed to vote in favor of the transaction and waive appraisal rights.
Guidance, Outlook, Risks, and Conditions
Conditions to Closing: The transaction is subject to mutual conditions including SEC effectiveness of the Registration Statement (Form S-4), shareholder approval from both SVAQ and EigenQ, listing approval on a national exchange, and expiration of antitrust waiting periods. Specific conditions include the delivery of audited financial statements for the year ended December 31, 2025, by July 31, 2026.
Termination Rights: The agreement may be terminated if not consummated by the "Outside Date" of February 14, 2027, or if shareholder approval is not obtained, among other standard termination rights.
Risk Factors:
- Failure to obtain shareholder or regulatory approvals.
- Disruption of EigenQ's operations during the transaction process.
- Ability to secure transaction financing.
- Market volatility and economic conditions.
- Specific risks related to quantum security infrastructure, OEM integration, and supply chain.
- Legal proceedings or changes in government mandates regarding quantum security.
Management Commentary: Management anticipates the combined company will execute its business strategy and grow profitably, though these are forward-looking statements subject to significant uncertainty.
Investor Verification Checklist
- Proxy Statement/Prospectus: Review the definitive proxy statement (Form S-4) for detailed financial statements of EigenQ and SVAQ, which are not included in this 8-K.
- Redemption Rate: Monitor the percentage of SVAQ shareholders electing to redeem shares, as this impacts the cash available for the transaction and the final share count.
- Financing Status: Verify the status of the "Transaction Financing" and whether the Sponsor's Founder Shares were transferred to investors to support the deal.
- Regulatory Approvals: Confirm receipt of necessary antitrust clearances and stock exchange listing approvals.
- Outside Date: Note the February 14, 2027 deadline for closing; failure to close by this date allows for termination.
- Financial Deliverables: Confirm that EigenQ delivers the required audited financial statements for the year ended December 31, 2025, by July 31, 2026.