Form 8-K

8-K — Silicon Valley Acquisition Corp.

Accession: 0001213900-26-103766

Filed: 2026-09-28

Period: 2026-09-26

CIK: 0002085659

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0306724-8k425_silicon.htm (Primary)

EX-2.1 — THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, DATED SEPTEMBER 26, 2026, BY AND AMONG REGISTRANT, SVAQ MERGER SUB INC. AND EIGENQ, INC (ea030672401ex2-1.htm)

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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 26, 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

228 Hamilton Avenue, 3rd Floor

Palo Alto, CA

94301

(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 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.

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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

2.1†

Third Amendment to the Business Combination Agreement, dated September 26, 2026, by and among Registrant, SVAQ Merger Sub Inc. and EigenQ, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† The

exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to

furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

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 28, 2026

SILICON VALLEY ACQUISITION CORP.

By:

/s/ Dan Nash

Name:

Dan Nash

Title:

Chief Executive Officer

EX-2.1 — THIRD AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT, DATED SEPTEMBER 26, 2026, BY AND AMONG REGISTRANT, SVAQ MERGER SUB INC. AND EIGENQ, INC

EX-2.1

Filename: ea030672401ex2-1.htm · Sequence: 2

Exhibit 2.1

THIRD AMENDMENT

TO THE

BUSINESS COMBINATION AGREEMENT

This Third Amendment (this

“Third Amendment”) to the Business Combination Agreement dated as of September 26, 2026 amends the Business

Combination Agreement, dated as of June 17, 2026 (the “Original Agreement,” as amended on August 6, 2026 and

September 17, 2026 and as may be further amended, supplemented, modified and/or restated from time to time, the “Business

Combination Agreement”), by and among (i) Silicon Valley Acquisition Corp., a Cayman Islands exempted company

(“SVAQ”), (ii) SVAQ Merger Sub Inc., a Delaware corporation (“Merger Sub”), and (iii)

EigenQ, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have

the meanings ascribed to them in the Business Combination Agreement.

RECITALS:

WHEREAS, Section 8.3

of the Business Combination Agreement sets forth that the Business Combination Agreement may be amended, supplemented or modified only

by execution of a written instrument signed by each of the Parties; and

WHEREAS, the Parties

desire to amend the Original Agreement as set forth in this Third Amendment.

NOW, THEREFORE, in

consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and in accordance with the terms of the Business Combination Agreement, the parties hereto, intending to be legally bound, do hereby acknowledge

and agree as follows:

1. Amendments

to the Original Agreement.

(a) The

definition of “Company Warrants in Section 1.1 of the Original Agreement is hereby replaced with the following:

““Company Warrants”

means, as of any determination time, each warrant to purchase any capital stock of the Company that is outstanding and unexercised, other

than the Investor Warrants.”

(b) The

following definition is added to Section 1.1 of the Original Agreement, following the definition of “Investment Company Act”:

““Investor Warrants”

means warrants to purchase capital stock of the Company held by the Persons listed on Annex C hereto.”

2.4(d) is added to the Original Agreement immediately following Section 2.4(c):

“(d) On the Closing Date, upon

the Effective Time, each Investor Warrant that is outstanding and unexercised immediately prior to the Effective Time shall be exchanged

for warrants of SVAQ in accordance with the terms of the applicable Investor Warrant.”

(d) Annex

C hereto is added as Annex C to the Original Agreement.

2. Miscellaneous.

Except as expressly provided in this Third Amendment, all of the terms and provisions in the Original Agreement shall remain unchanged

and in full force and effect, on the terms and subject to the conditions set forth therein. This Third Amendment does not constitute,

directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege

of any party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business Combination Agreement

or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the

Original Agreement, as amended by this Third Amendment (or as the Business Combination Agreement may be further amended or modified after

the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this Third Amendment, and the documents or

instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect

to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written,

between the parties with respect to its subject matter. If any provision of the Original Agreement is materially different from or inconsistent

with any provision of this Third Amendment, the provision of this Third Amendment shall control, and the provision of the Original Agreement

shall, to the extent of such difference or inconsistency, be disregarded. Section 8.1 and Sections 8.3 through 8.19 of the Original Agreement

are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Third Amendment as if all

references to the “Agreement” contained therein were instead references to this Third Amendment.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, each party

has caused this Third Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.

SVAQ:

SILICON VALLEY ACQUISITION CORP.

By:

/s/ Dan Nash

Name:

Dan Nash

Title:

Chief Executive Officer

Merger Sub:

SVAQ MERGER SUB INC.

By:

/s/ Dan Nash

Name:

Dan Nash

Title:

President

[Signature Page – Third Amendment to Business

Combination Agreement]

IN WITNESS WHEREOF, each party

has caused this Third Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.

The Company:

EIGENQ, INC.

By:

/s/

Dr. José R. Rosas-Bustos

Name:

Dr. José R. Rosas-Bustos

Title:

Chief Executive Officer

[Signature Page – Third Amendment to

Business Combination Agreement]

Annex C

[Signature Page – Third Amendment to Business

Combination Agreement]

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Number 240

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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