Silicon Valley Acquisition Corp.

06/23/2026 | Press release | Distributed by Public on 06/23/2026 15:16

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2026, Silicon Valley Acquisition Corp., a Cayman Islands exempted company (which will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation prior to the Closing (as defined below)) ("SVAQ"), entered into a Business Combination Agreement (the "Business Combination Agreement"), by and among SVAQ, SVAQ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SVAQ ("Merger Sub"), and EigenQ, Inc., a Delaware corporation (the "Company"), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving company (the Company, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the "Surviving Company"). After giving effect to the Merger, the Company will be a wholly-owned subsidiary of SVAQ. The transactions contemplated by the Business Combination Agreement are referred to herein collectively as the "Business Combination." The Company, Merger Sub, and SVAQ are referred to herein individually as a "Party" and, collectively, as the "Parties." The combined company's business will continue to operate through the Company. This Report on Form 8-K (this "Report") provides a summary of the Business Combination Agreement and the other agreements entered into in connection with the Business Combination. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements, copies of which are filed as Exhibits 2.1, 10.1, and 10.2 to this Report and are incorporated by reference into this Report.

The Business Combination Agreement and the Business Combination were approved by the board of directors of SVAQ and the board of directors of the Company.

Business Combination Agreement

The below description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties, and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about SVAQ, the Company, or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants, and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the Securities and Exchange Commission (the "SEC"). Investors should not rely on the representations, warranties, covenants, and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants, and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in SVAQ's or the Company's public disclosures.

The Domestication

At least one (1) business day prior to the Closing Date (as defined below), SVAQ will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation ("Domesticated SVAQ") in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the "Domestication").

Silicon Valley Acquisition Corp. published this content on June 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 21:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]