Item 1.01Item 1.01 - Entry into Material Agreement
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 Amendment No. 1, dated
as of August 6, 2026, and Amendment No. 2, dated as of September 17, 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 26, 2026,
SVAQ, Merger Sub, and the Company entered into a third 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 exclude certain warrants issued and to be issued by the Company from certain definitions and calculations under the terms of the Business
Combination Agreement, and to clarify that each such warrant is exchanged for one warrant of PubCo upon the Business Combination Closing.
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.
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.