Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Silicon Valley Acquisition Corp., a Cayman Islands exempted company and emerging growth company. The reporting date is December 22, 2025, with the offering closing on December 24, 2025. The Company is a special purpose acquisition company (SPAC) formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
Key Financial Metrics
- Public Offering Proceeds: The Company sold 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000.
- Private Placement Proceeds: Simultaneously, the Company sold 625,000 Private Placement Units (425,000 to the Sponsor and 200,000 to the Representative) at $10.00 per Unit, generating gross proceeds of $6,250,000.
- Total Capital Raised: $206,250,000 in gross proceeds.
- Trust Account: A total of $200,000,000 was deposited into a Trust Account for the benefit of public shareholders.
- Warrant Terms: Each Unit includes one-half of one redeemable warrant. Each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share.
- Debt and Liquidity: The filing does not disclose specific debt obligations or operating cash flows, as the Company is in its pre-business combination phase. Liquidity is primarily derived from the Trust Account and private placement proceeds.
Material Changes and Corporate Actions
- Capital Structure: The Company authorized up to 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary shares, and 1,000,000 preference shares via amended and restated articles of association.
- Board Appointments: Effective December 22, 2025, Matt Murphy, Adam Nash, Jackson Fu, and Pankaj Shah were appointed to the Board of Directors.
- Material Agreements: The Company entered into an Underwriting Agreement with Clear Street LLC, a Warrant Agreement with Equiniti Trust Company, LLC, and various agreements with the Sponsor (Silicon Valley Acquisition Sponsor LLC) regarding private placement units, administrative services, and indemnity.
Outlook, Risks, and Contingencies
- Completion Window: The Company must complete its initial business combination by December 24, 2027, or such earlier date as the Board may approve. If not completed, public shares may be redeemed.
- Trust Account Restrictions: Funds in the Trust Account ($200,000,000) generally cannot be released until the completion of a business combination, a redemption event, or for the payment of taxes (excluding excise taxes) on interest earned.
- Private Placement Restrictions: Private Placement Units held by the Sponsor and Representative are subject to transfer restrictions until 30 days after the completion of the initial business combination. Units held by the Representative are not exercisable more than five years from the commencement of sales.
- Redemption Rights: Public shareholders have the right to redeem their shares if the Company fails to complete a business combination within the specified timeframe or in connection with certain amendments to the Articles.
Investor Verification Checklist
- Verify the exact amount of underwriting discounts and commissions deducted from the $200,000,000 gross proceeds to determine net cash available for operations.
- Review the "Amended and Restated Memorandum and Articles of Association" (Exhibit 3.1) for specific redemption thresholds and voting rights.
- Confirm the identity and background of the newly appointed directors (Matt Murphy, Adam Nash, Jackson Fu, Pankaj Shah) as detailed in the Registration Statement.
- Examine the "Administrative Services Agreement" (Exhibit 10.6) to understand ongoing monthly fees payable to the Sponsor.
- Monitor the Trust Account balance and interest earnings, as these affect the redemption value per share.