SVAQ SEC filings, in plain English
Everything Silicon Valley Acq has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The filing is a Form 425 announcing the proposed Business Combination between Silicon Valley Acquisition Corp. (SVAQ) and EigenQ. It states that preliminary and definitive proxy statements/prospectuses will be filed with the SEC and distributed to SVAQ shareholders to solicit votes for the combination. The document includes standard forward-looking statement disclaimers, risk factors related to the deal (including shareholder approval, regulatory conditions, and EigenQ's ability to scale), and identifies participants in the solicitation. Why it matters: This filing confirms the active status of the merger process and directs investors to upcoming proxy materials for critical voting information. It does not contain specific redemption deadlines, trust value calculations, or extension terms; those details are reserved for the forthcoming proxy statement/prospectus referenced in the text. Investors must monitor the SEC website for these subsequent filings to determine exact redemption mechanics and deal timelines.
What changed: The filing is a Form 425 containing a transcript of an August 19, 2026 interview between EigenQ CEO Dr. Jos Rosas-Bustos and host Konstantinos Karagiannis regarding the proposed business combination with SVAQ. The document reports that EigenQ has launched its first commercially available quantum accelerator boards on June 17 in Las Vegas, integrated by manufacturer HPE. It details EigenQ's strategy to retrofit legacy infrastructure (valued at $30 trillion worldwide) using plug-and-play PCI boards that combine NIST PQC algorithms with quantum entropy for random number generation, aiming to achieve crypto agility through dynamic hardware reconfiguration. The company targets completing the de-SPAC transaction by the end of the year and plans to introduce quantum AI performance products by the end of 2027. No specific redemption deadline changes or trust value adjustments are reported. Why it matters: This filing provides the first public technical validation of EigenQ's product roadmap and commercial traction, confirming that their 'retrofit' strategy is already being deployed with major OEMs like HPE rather than remaining theoretical. It clarifies the combined company's near-term revenue drivers (security/compliance boards) versus long-term growth vectors (AI optimization), offering investors insight into how the $3 billion SPAC capital will be utilized to scale these specific hardware solutions before transitioning to future quantum platforms.
What changed: This document is a Form 425 written communication and accompanying Form 8-K Current Report filed pursuant to Securities Act Rule 425 and Exchange Act Sections 13/15(d). It serves as a regulatory disclosure announcing the confidential submission of a draft registration statement on Form S-4 to the SEC for the proposed business combination between Silicon Valley Acquisition Corp. and EigenQ, Inc. Deal progress advanced with the confidential S-4 draft submission on August 19, 2026, following the initial transaction announcement dated June 17, 2026. The next procedural step involves publicly filing the Registration Statement, which will contain preliminary and definitive proxy statements and a prospectus. After SEC declaration of effectiveness, SVAQ will distribute definitive proxy materials to shareholders for voting at an extraordinary general meeting. The parties currently expect the business combination to close in the fourth quarter of 2026, subject to shareholder approvals, SEC effectiveness, and customary closing conditions. Upon consummation, the surviving entity will operate as EigenQ Holdings, Inc., with equity securities expected to list on Nasdaq under the ticker EIGQ. The filing explicitly notes that whole warrants are exercisable for one Class A ordinary share at an exercise price of $11.50. No modifications to the redemption deadline, trust account balance or per-share value, automatic or discretionary extension mechanisms, or sponsor lock-up/conduct provisions were reported. Why it matters: EigenQ describes itself as a Texas-headquartered applied quantum technology company developing foundational capabilities across quantum security, communications, networking, and sensing. Chief Executive Officer Dr. Jos Rosas-Bustos stated the company is maintaining focus on disciplined execution and advancing commercialization strategies alongside channel participants, original equipment manufacturers (OEMs), and end customers. Chairman Dr. Jesse Van Griensven claimed that transitioning to a public company will broaden EigenQ's capacity to accelerate innovation, deepen strategic partnerships, and deploy hardware-rooted trust, secure identity, cryptographic agility, post-quantum cryptography, and quantum-derived entropy solutions to governmental, enterprise, and critical infrastructure clients in the United States and global markets. The filing acknowledges EigenQ's internal management estimates regarding projected expenses, capital needs, anticipated closing windows, assumed shareholder redemption volumes, and potential purchase price adjustments, but discloses no specific financial line items or revenue figures. SVAQ Chief Executive Officer Dan Nash signed the current report on behalf of the registrant. External advisors are identified as Cohen & Company Capital Markets and Secure Strategy Group, LLC for financial and capital markets guidance, The Blueshirt Group for EigenQ investor relations, AUM Media for SVAQ investor relations, Ellenoff Grossman & Schole LLP for EigenQ U.S. legal counsel, and Greenberg Traurig, LLP for SVAQ U.S. legal counsel.
What changed: A Rule 425 written communication and accompanying Form 8-K Current Report announcing the confidential submission of a draft registration statement on Form S-4 to the SEC regarding the proposed business combination between Silicon Valley Acquisition Corp. (SVAQ) and EigenQ, Inc. Redemption mechanics are unchanged: SVAQ’s statutory deadline remains December 24, 2027, and the trust account continues at $10 per share. Deal progress accelerated from the June 17, 2026 initial announcement to the August 19, 2026 confidential submission of a draft S-4. Management targets a fourth quarter of 2026 closing pending SEC effectiveness and shareholder approval, with post-combination securities expected to trade on Nasdaq under EIGQ. No sponsor resignations, trust draws, fee changes, or extension filings are reported. Describing commercial strategy, EigenQ Chief Executive Officer Dr. Jos Rosas-Bustos stated the company intends to advance commercialization plans alongside channel participants, original equipment manufacturers (OEMs), and customers. Dr. Jesse Van Griensven, Chairman of EigenQ’s board, characterized the organization’s mission as deploying post-quantum cryptography, quantum-derived entropy, hardware-rooted trust, secure identity, and cryptographic agility to help governments, enterprises, and critical industries operate securely, noting planned operational footprint expansion into emerging markets including the Middle East. Why it matters: The confidential S-4 filing advances the transaction into formal SEC review, triggering the procedural clock for preliminary proxy distribution where final redemption pricing, trust utilization calculations, and sponsor convertible note conversion terms will become public. Because the projected fourth quarter of 2026 closing occurs approximately 16 months before the December 24, 2027 expiration, the filing structurally diminishes near-term extension risk, though actual shareholder redemption percentages and per-share cash-out values remain unverifiable until the definitive prospectus is filed. Investors tracking the $10 trust should monitor for upcoming 10-Q updates and the eventual Schedule 13D/G filings, as this submission signals execution discipline but does not alter underlying liquidation preferences or warrant exercise economics ($11.50 strike per existing registration).
What changed: Form 8-K Current Report accompanied by Exhibit 99.1, a press release dated August 19, 2026, disclosing the confidential submission of a draft Registration Statement on Form S-4 for the proposed business combination between Silicon Valley Acquisition Corp. (SVAQ) and EigenQ, Inc. Deal progress advances from the initial June 17, 2026 announcement to the SEC confidential review stage via the Form S-4 draft submission. Management projects transaction closure in the fourth quarter of 2026, conditioned on shareholder votes, SEC effectiveness, and customary requirements. The filing reports no changes to the SPAC's redemption deadline, trust account balance or valuation, extension provisions, or sponsor conduct. Why it matters: Triggers the immediate issuance of preliminary and definitive proxy statements/prospectuses, initiating the formal shareholder voting and redemption cycle for SVAQ investors. Substantively, EigenQ executives position the combined entity around quantum-era infrastructure deployment. CEO Dr. Jos Rosas-Bustos cites disciplined execution and commercialization alongside OEMs, channel participants, and customers. Chairman Dr. Jesse Van Griensven states the mission serves governments, enterprises, and critical industries using post-quantum cryptography, quantum-derived entropy, hardware-rooted trust, secure identity, and cryptographic agility. Management flags risks including OEM integration timelines, shifting government mandates on quantum security standards, geopolitical instability in emerging markets like the Middle East, customer adoption pacing, and IP enforcement. Advisory teams include Ellenoff Grossman & Schole LLP and Greenberg Traurig LLP (legal), Cohen & Company Capital Markets and Secure Strategy Group LLC (financial), The Blueshirt Group (EigenQ IR), and AUM Media (SVAQ IR). The surviving entity will operate as EigenQ Holdings, Inc., seeking Nasdaq listing under ticker EIGQ, with SVAQ warrants noted at an exercise price of $11.50 and ordinary shares carrying a par value of $0.0001 per share.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026, filed by Silicon Valley Acquisition Corp. (SVAQ), a SPAC that has announced a business combination with EigenQ, Inc. Trust account value increased to $218,979,433 ($10.19 per share) from $200,119,181 ($10.01 per share) at Dec 31, 2025, due to interest income. The Company entered into a Business Combination Agreement with EigenQ on June 17, 2026, and an amendment on August 6, 2026, expanding the board from 7 to 9 members and clarifying share transfer provisions. The Sponsor agreed to transfer up to 2,165,950 Founder Shares for transaction financing, with 50% forfeiture if not transferred. The Company reported net income of $1,141,643 for Q2 2026 and reiterated substantial doubt about its ability to continue as a going concern without completing the business combination. No working capital loans were outstanding. The deadline remains December 24, 2027. Why it matters: The filing confirms the deal with EigenQ is progressing, with amendments refining terms. Trust value is growing, providing a higher redemption price. The going concern warning highlights the urgency of closing the deal. Sponsor conduct (share transfers, voting support) indicates alignment. Investors should monitor redemptions and deal milestones.
What changed vs 2026-05-15trust $217.1M → $219.0M +1%going concern APPEAREDtrust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $217.1M$219.0M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2027-12-24
- Sponsor loans outstanding
- $162K · unchanged
- Redeemable shares
- 21.5M · unchanged
SpacBrain reads this as $1,921,278 was added to the trust between the two filings.
The clause …“1,329,847 1,687,543 Long-term prepaid insurance 35,700 72,845 Investments held in Trust Account 218,979,433 200,119,181 TOTAL ASSETS $ 220,344,980 $ 201,879,569 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“such additional capital will ultimately be available. This condition raises substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the unaudited condensed”…
The clause …“from the outcome of this uncertainty. If we are not able to consummate a business combination by December 24, 2027, we will cease all operations and redeem our public shares. Item 2. Unregistered Sales of Equity Securities and Use”…
The clause …“March 31, 2026 or the closing of the initial public offering. The Company had borrowed $ 161,544 under the promissory note, which was repaid as of December 31, 2025. Borrowings under the note are no longer available. Due to Sponsor As”…
The clause …“authorized; 655,000 and 625,000 shares issued and outstanding, excluding 21,500,000 and 20,000,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively 66 63 Class B ordinary shares, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report listing AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as registered holders. The filing states that the three named AQR entities hold beneficial ownership of SVAQ shares. The document provides no share counts, percentage thresholds, acquisition dates, or stated investment purposes. It contains no references to the redemption deadline, trust account balance, merger timeline, extension proceedings, or sponsor conduct. Why it matters: By identifying AQR Arbitrage, LLC as a shareholder, the filing indicates that a quantitative arbitrage-focused manager holds an interest in the SPAC. According to the document's disclosures, such entities typically acquire SPAC shares to either provide secondary market liquidity or position themselves to exercise redemption rights against the trust account before a de-SPAC transaction closes. The filing itself makes no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation exposure, or personnel changes attributable to the sponsor, management team, or any third party. Because the excerpt omits exact ownership percentages, acquisition timestamps, amendment language, or any numerical data, it does not confirm active rebalancing, trigger proxy-solicitation risk, or alter the stated calendar. Investors reviewing this filing observe no reported changes to the business combination schedule, no sponsor conduct allegations, and no actionable trust-per-share mechanics beyond the baseline registration framework.
What changed: A Form 425 current report filed pursuant to Rule 425 and deemed filed under Rule 14a-12 that delivers executed First Amendments to the Business Combination Agreement and the Sponsor Support Agreement, accompanied by standard written communication and forward-looking statement disclaimers. According to the executed First Amendment to the Business Combination Agreement dated August 6, 2026, the parties clarified that SVAQ will publicly redeem Class A ordinary shares tendered for redemption immediately prior to domesticating from the Cayman Islands into Delaware, with per-share amounts calculated per the governing trust documents. The amendment expands the combined company’s board from seven members to nine, granting EigenQ the exclusive right to designate all nine directors, with a Nasdaq-independent majority requirement and one designated chairman. As specified in Section 5.17 of the amendment, an equity incentive plan will reserve approximately ten percent (10%) of fully diluted post-Closing shares, including an evergreen provision adding one percent (1%) of outstanding shares annually. Per the executed First Amendment to the Sponsor Support Agreement dated August 6, 2026, up to 2,165,950 Founder Shares may now be transferred for transaction financing or any other deal-related purpose mutually agreed by SVAQ and EigenQ. The amendment enforces a split outcome for unused shares: fifty percent (50%) remain with the Sponsor and fifty percent (50%) are forfeited to the SPAC. Anti-dilution provisions are waived, permanently fixing the conversion ratio so each of the remaining 5,000,000 Founder Shares converts one-to-one into Common Stock upon consummation. Management’s forward-looking risk disclosures further identify potential headwinds from quantum security government mandates, OEM integration complexities, customer adoption pacing, and regional geopolitical instability covering emerging markets including the Middle East. Why it matters: This filing materially recalibrates the economic and governance architecture ahead of the anticipated SEC registration and proxy statement mailing. By front-loading redemptions immediately before domestication, the structure accelerates trust account drawdowns and could compress net proceeds available to fund operations post-transition. The transfer of full board appointment authority from sponsors to EigenQ executives signals a complete governance handover that will likely be tested during the forthcoming shareholder vote. The revised Sponsor Support Agreement replaces restrictive forfeiture mechanics with a flexible allocation tool, allowing 2,165,950 shares to subsidize financing or compensate deal participants without defaulting to immediate surrender, thereby reducing friction for PIPE closings while retaining a fifty percent (50%) burn penalty as a commitment device. The fixed one-to-one conversion eliminates future dilution uncertainty on founder equity, stabilizing the cap table for public investors evaluating exchange ratios. Signatories Dan Nash, Chief Executive Officer of SVAQ and Managing Member of the Sponsor, and Dr. Jos R. Rosas-Bustos, Chief Executive Officer of EigenQ, have formally bound their respective entities to these operational and capital structure modifications as documented in Exhibit 2.1 and Exhibit 10.1.
What changed: A Form 8-K filed pursuant to Rule 425 (Written Communications) alongside Exhibit 2.1 (First Amendment to the Business Combination Agreement) and Exhibit 10.1 (First Amendment to the Sponsor Support Agreement), jointly executed by Silicon Valley Acquisition Corp., SVAQ Merger Sub Inc., EigenQ, Inc., and Silicon Valley Acquisition Sponsor LLC on August 6, 2026. As confirmed by Silicon Valley Acquisition Corp., SVAQ Merger Sub Inc., EigenQ, Inc., and the Sponsor, the amendments revise several pre-closing mechanics. The parties clarify that SVAQ will redeem Class A ordinary shares tendered by public shareholders immediately before the domestication event transfers the SPAC from Cayman Islands law to Delaware. Governance changes expand PubCo’s board from 7 directors to 9, with the parties agreeing EigenQ will designate all nine seats. The equity incentive plan will initially reserve approximately ten percent (10%) of fully diluted shares, featuring an automatic annual increase of one percent (1%). Regarding sponsor conduct, the agreement now permits up to 2,165,950 Class B shares labeled as Transaction Support Shares to be deployed for transaction financing or any purpose mutually agreed for the combination. The parties contractually mandate that if any of those shares remain unused, the Sponsor retains 50% and forfeits the remaining 50% back to SVAQ. The sponsor explicitly waives all conversion ratio and anti-dilution rights, committing to convert remaining Founder Shares at a 1-to-1 ratio upon domestication. Warrants maintain an exercise price of $11.50. The filing contains no disclosure regarding the trust account balance or per-share redemption value. Why it matters: Investors tracking redemption deadlines must account for the tightened settlement sequence: the registrant confirms cash payments precede domestication, meaning liquidity must be secured or distributed before the corporate jurisdiction switch. This eliminates administrative lag but requires precise trust funding planning. The sponsor’s modified use of 2,165,950 foundational shares establishes a clear dilution ceiling and incentivizes active PIPE or strategic fundraising; the 50% forfeiture rule ensures idle capital cannot dilute public shareholders without penalty. Complete board designation by the target’s leadership indicates full operational transition. SVAQ’s executives highlight reliance on subsequent SEC filings for critical metrics, citing forward-looking estimates on expenses, profitability, quantum security infrastructure demands, and Middle Eastern market risks. Because the registration statement and proxy statement detailing the preliminary valuation and definitive trust amounts remain unfiled, investors lack the precise per-share return data needed to finalize redemption math until the prospectus circulates.
What changed: A Form 8-K reporting the execution of material definitive agreements, specifically a First Amendment to the Business Combination Agreement and a First Amendment to the Sponsor Support Agreement dated August 6, 2026, executed by SVAQ, SVAQ Merger Sub Inc., EigenQ, Inc., and Silicon Valley Acquisition Sponsor LLC. Signed by SVAQ Chief Executive Officer Dan Nash and EigenQ Chief Executive Officer Dr. Jos R. Rosas-Bustos, the agreements redefine key merger mechanics. The amended Business Combination Agreement mandates that public shareholder redemptions be settled immediately before the Cayman-to-Delaware domestication. It expands the surviving entity’s board from seven to nine directors, with EigenQ contractually guaranteed the right to designate all nine, ensuring a Nasdaq-independent majority and appointing the chairman. The filings establish an equity incentive plan reserving approximately ten percent (10%) of fully diluted shares post-closing, coupled with a 1% annual evergreen provision. The amended Sponsor Support Agreement records the Sponsor’s waiver of anti-dilution rights, locking Class B shares to a one-to-one conversion into SVAQ Common Stock upon Domestication. It also fixes sponsor economics: retention of 5,000,000 Founder Shares and authorization to transfer up to 2,165,950 Transaction Support Shares for financing or participant payouts. Unused shares face a strict fifty percent (50%) retention and fifty percent (50%) forfeiture split back to SVAQ. Finally, SVAQ Units legally separate into Class A shares and one-half (1/2) warrant pre-domestication, with warrants continuing as exercisable instruments for common stock. Why it matters: Contractually fixing redemption execution to precede domestication eliminates settlement ambiguity and clarifies the exact cash drain point relative to corporate restructuring. The board allocation permanently transfers governing authority to EigenQ executives ahead of the shareholder vote, heavily weighting control post-close. The sponsor forfeiture language materially alters founder risk; failure to secure external financing or compensate participants triggers automatic destruction of half the allocated support pool, directly impacting post-deal liquidity and dilution math without touching the core 5,000,000 retained shares. By contractually stripping anti-dilution protections and locking the 1:1 conversion, the parties neutralize future sponsor leverage against share price volatility. These definitive terms lock in the economic and governance architecture, providing the final operating parameters before registration statement effectiveness and the proxy mail-out cycle leading toward the December 24, 2027 deadline.
What changed: Form 425 filing submitted by EigenQ Inc. containing a press release regarding executive appointments and reaffirming the proposed business combination with Silicon Valley Acquisition Corp. (Nasdaq: SVAQ). The filing advances the procedural calendar by confirming the continuation of a definitive business combination agreement and stating that a Form S-4 registration statement, along with preliminary and definitive proxy statements, is expected to be filed with the SEC. It introduces no alterations to the redemption deadline (December 24, 2027), trust account distribution rules, or extension mechanisms. Management’s forward-looking disclosures explicitly note that estimates concerning shareholder redemptions, purchase price adjustments, and underlying profitability assumptions remain unconfirmed and subject to customary closing conditions. Why it matters: According to the press release released by EigenQ and attributed to its executives, the combined entity will announce the elevation of Mark Pecen from Board member and strategic advisor to Vice Chairman, alongside the establishment and internal promotion of Alexander Truskovsky to Chief Information Security Officer. Dr. Jesse Van Griensven (Chairman) states Pecen has been instrumental in shaping technology strategy and intellectual property portfolio, while Dr. Jos Rosas-Bustos (CEO) emphasizes the appointments reinforce long-term success through differentiated technology and experienced leadership. Mr. Truskovsky (previously Vice President of Cryptography) will oversee information security strategy, cybersecurity governance, risk management, and product-market fit integration, whereas Mr. Pecen holds more than 100 patents and previously co-founded ETSI’s Quantum-Safe Cryptography Working Group and chaired the Canadian GDPR task force. The Company positions itself as an applied quantum technology developer delivering hardware and software solutions spanning post-quantum cryptography, quantum random number generation, quantum-derived entropy, hardware-rooted trust, and cryptographic agility to public and private sector customers globally, working alongside OEMs and technology partners. Though the filing notes the combined company expects to trade on Nasdaq under ticker EIGQ and cites a Texas headquarters, it contains no audited revenue figures, customer contract specifics, market size valuations, litigation status updates, or trust share calculations. Investors should await the definitive proxy statement/prospectus for binding valuation parameters, sponsor compensation, lock-up schedules, and exact redemption mechanics, as all current business and operational claims remain proprietary projections subject to enumerated risks.
What changed: Form 425 containing a press release issued by EigenQ, Inc. announcing executive leadership appointments in connection with a proposed business combination with Silicon Valley Acquisition Corp. The filing does not amend SVAQ’s redemption deadline, trust account composition, or extension provisions. It confirms that EigenQ has executed a definitive business combination agreement and indicates that a registration statement on Form S-4—encompassing preliminary and definitive proxy statements for a shareholder vote—will be submitted to the SEC. Management stated the new hires are intended to 'accelerate EigenQ’s execution as it scales its technology platform and commercial operations ahead of the proposed merger.' Why it matters: Following the mechanical update, the document details personnel and strategic positioning claims critical to assessing pre-close execution risk. According to EigenQ’s press release, the company designs hardware and software solutions spanning post-quantum cryptography, quantum random number generation, and hardware-rooted quantum-safe infrastructure. Chairman Dr. Jesse Van Griensven stated that Mark Pecen’s appointment as Vice Chairman reflects his 'instrumental' role in shaping the company’s technology strategy and intellectual property portfolio; the filing notes Pecen holds more than 100 patents, co-founded the European Telecommunications Standards Institute’s Quantum-Safe Cryptography Working Group in 2013, and helped establish ETSI’s Technical Committee on Quantum. Separately, Chief Executive Officer Dr. Jos Rosas-Bustos said promoting Alexander Truskovsky to Chief Information Security Officer 'reinforces our relentless focus on quantum security' and will direct cybersecurity governance, security architecture, and risk management. Mr. Truskovsky indicated his expanded scope will cover product design integration, customer requirements, and product-market fit, while Mr. Pecen remarked that leadership together aims to position EigenQ as a future leader in the European quantum ecosystem. Executives outlined a go-to-market strategy targeting public and private sectors globally through OEMs and technology partners, claiming delivery of 'deployable, market-ready solutions' that combine cryptographic agility, quantum-derived entropy, and secure identity. The press release further notes the combined entity will list on the Nasdaq Global Market under ticker EIGQ contingent on customary approvals, and directs investors to review forthcoming S-4 and proxy filings for complete risk disclosures covering shareholder redemptions, Cayman Islands incorporation, product development timelines, and competitive pressures.
What changed: Current report on Form 8-K filed as a Rule 425 written communication announcing the entry into a definitive Business Combination Agreement among SPAC SVAQ, its merger sub, and target EigenQ, together with the full text of the Business Combination Agreement, Sponsor Support Agreement, and Company Stockholder Support Agreement. Initial announcement of a definitive business combination: SVAQ will acquire EigenQ, a quantum-enhanced cybersecurity and quantum computing company, at an implied enterprise value of $2.93 billion. The SPAC will domesticate from Cayman Islands to Delaware prior to closing. Sponsor agreed to vote in favor, waive anti-dilution and redemption rights, and forfeit up to 50% of 2,165,950 Founder Shares not used for transaction financing. A key stockholder (Tikdema Trust 2025, holding 300 million Company shares) agreed to vote in favor and waive appraisal rights. The post-closing board will consist of seven directors designated by the Company, plus one board advisor from SVAQ. An equity incentive plan reserving 10% of fully diluted shares with a 1% evergreen is proposed. The outside date for closing is February 14, 2027. Why it matters: This is the definitive agreement for a large SPAC merger in the quantum technology sector. The trust account holds approximately $218.7 million as of June 15, 2026, and public shareholders will have redemption rights. The sponsor's forfeiture mechanism provides a potential incentive alignment. The Company's major stockholder support and the absence of a go-shop provision suggest a high likelihood of closing, though the February 14, 2027 outside date is earlier than the SPAC's December 24, 2027 deadline, creating a time constraint. No financial projections or customer metrics were disclosed in this filing.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-02-14 · unchanged
The clause …“contemplated by this Agreement shall not have been consummated on or prior to February 14, 2027 (the “ Outside Date ”); provided, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 8-K filed by SVAQ (Silicon Valley Acquisition Corp.) on June 23, 2026, reporting the execution of a definitive Business Combination Agreement with EigenQ, Inc., along with a Sponsor Support Agreement and a Company Stockholder Support Agreement, all dated June 17, 2026. SVAQ entered into a Business Combination Agreement to acquire EigenQ, with a total equity value of $2,930,000,000. The transaction involves SVAQ domesticating from Cayman Islands to Delaware, then Merger Sub merging with EigenQ, with EigenQ surviving as a wholly owned subsidiary. The Exchange Ratio is $2.93B divided by ($10.00 x Fully-Diluted Shares). The trust account held $218,661,411 as of June 15, 2026. The Outside Date for completion is February 14, 2027. The sponsor agreed to vote in favor, waive redemption, and forfeit up to 50% of certain founder shares not used for transaction financing. A key Company stockholder (Tikdema Trust 2025, owning 300 million shares) executed a support agreement. Post-closing, the board will consist of seven directors designated by the Company and one board advisor from SVAQ. An equity incentive plan with 10% initial reserve and an annual 1% evergreen is proposed. The Company must deliver audited 2025 financials by July 31, 2026. Why it matters: This is the definitive announcement of a high-value SPAC merger (implied enterprise value of $2.93B) with a quantum technology company. Investors can assess the trust size ($218.7M, implying a ~$10.00 per share trust value), the February 2027 deadline for completion, and the redemption rights for Class A shareholders. Sponsor conduct includes a commitment to vote for the deal, waive anti-dilution and redemption, and a forfeiture mechanism that aligns sponsor incentives with closing. The deal structure (domestication, merger, share consideration) and ownership terms (post-closing board control by EigenQ, 10% equity incentive plan) are key for evaluating the combined company's governance and dilution.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-02-14
SpacBrain reads this as the agreement may be terminated from 2027-02-14.
The clause …“contemplated by this Agreement shall not have been consummated on or prior to February 14, 2027 (the Outside Date ); provided, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SVAQ”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 425 (Rule 425 filing) — social media post by CEO Daniel Nash in connection with proposed business combination with EigenQ Inc. No changes to deal terms, trust value, extension, or redemption deadline. Filing discloses that a Form S-4 is expected to be filed and contains standard cautionary statements. Why it matters: Routine procedural filing; no new material information for redemption calendar or trust mechanics. Confirms the deal process continues.
What changed: Form 8-K Current Report filed pursuant to Rule 425, comprising a joint press release announcing a definitive business combination agreement and an attached private investor presentation. SVAQ and EigenQ executed a definitive agreement targeting a fourth-quarter 2026 close. Trust mechanics detail approximately $215M held in SVAQ’s trust prior to redemptions/expenses, with the presentation assuming approximately 53% redemptions absent a PIPE. Pro forma equity structure projects EigenQ rollover shareholders holding 293.0M shares (93.7%), PIPE/public shareholders holding 10.0M shares (3.2%), the SPAC sponsor holding 7.6M shares (2.4%), and Convert Investors holding 2.1M shares (0.7%). Gross proceeds expect to reach approximately $110M for EigenQ, sourced from $100M retained trust capital plus a potential PIPE, alongside $25M+ in capital at a $12.00 per share conversion price. Redemption timing aligns with the SVAQ deadline of 2027-12-24, pending SEC declaration of effectiveness on the forthcoming Form S-4. Why it matters: The combined entity carries a pro forma enterprise value of approximately $3 billion, anchored by management’s attribution of a hardware-rooted, NIST-aligned quantum security architecture slated for OEM embedding. Management asserts commercial momentum through strategic collaborations with HPE, AMD, WNC, and TD SYNNEX, while noting no current commercial relationships with Dell, Super Micro, Intel, or NVIDIA. Financial disclosures present illustrative conservative base case forecasts prepared as of the Forecast Preparation Date: 2026E revenue of $10.0M and Adjusted EBITDA of $3.6M; 2027E revenue of $138.4M and Adjusted EBITDA of $35.9M; 2028E revenue of $299.5M and Adjusted EBITDA of $105.9M. These figures derive from management estimates applying assumed penetration rates of 0.053% in 2026E, 0.500% in 2027E, and 0.800% in 2028E against modeled channel-enabled serviceable U.S. server opportunity. Leadership commentary attributes the commercial thesis to the NSA’s CNSA 2.0 January 2027 procurement gate and recurring renewal modeling at a 90% rate. The presentation repeatedly cautions that all pricing, pipeline, customer demand, backlog, bookings, and revenue recognition policies remain unvalidated, uncontracted, and speculative. Senior executives cited include CEO Dr. José Rosas-Bustos, Chairman Dr. Jesse Van Griensven, SVAQ CEO Dan Nash, and SVAQ CFO Martin Zinny.
What changed: A Form 425 filing under the Securities Act of 1933 containing an internal June 17, 2026 email and employee FAQ distributed by EigenQ Inc. to announce the definitive agreement to merge with Silicon Valley Acquisition Corp. (Nasdaq: SVAQ). No modifications to the redemption deadline, trust account value, per-share trust allocation, extension triggers, or sponsor obligations are documented. The text confirms the transaction remains pending SEC review and shareholder approvals expected to take several months, establishes that a post-listing equity lock-up will apply once terms are finalized by Legal, and reiterates the standard SPAC warning that SVAQ shareholder redemptions may leave insufficient cash for the combined company’s operations. Why it matters: Although procedural mechanics are unchanged, the filing substantively discloses management’s stated rationale and forward-looking risk posture. EigenQ Chief Executive Officer Dr. Jos R. Rosas-Bustos selects SVAQ citing their experience scaling growth companies and evaluating quantum modalities, while attributing an approximate $3.0 billion enterprise valuation to the combination. The document imposes immediate internal compliance controls during the regulatory wait—mandating directed inquiry channels, prohibiting unapproved social media posts, and warning of severe penalties for insider trading. Crucially, the attached forward-looking statements highlight EigenQ’s historical net losses, limited operating history, reliance on government or state-funded revenue, and potential need for future financing, making the explicit redemption risk disclosure materially relevant to how SVAQ’s remaining capital base aligns with the target’s cash-burn trajectory post-close.
What changed: Form 8-K current report containing a Regulation FD disclosure item, an attached joint press release dated June 17, 2026, and an attached confidential investor presentation dated June 2026 that announce a definitive business combination agreement between Silicon Valley Acquisition Corp. and EigenQ Inc. The press release and presentation confirm that SVAQ and EigenQ have entered into a binding merger agreement with Merger Sub Inc., aiming to list the combined company on Nasdaq under the ticker "EIGQ" by the fourth quarter of 2026. Mechanically, the documents state the trust account holds approximately $215 million prior to redemptions and transaction expenses. The presentation’s illustrative transaction model assumes approximately 53 percent redemptions from the $215 million trust in the absence of a PIPE, while also structuring a contingent PIPE offering of up to $100 million. Under these parameters, SVAQ public shares represent 3.2 percent of the pro forma capitalization, the sponsor holds 2.4 percent, convertible investors hold 0.7 percent, and EigenQ existing shareholders are expected to roll over 100 percent of their equity for roughly 93.7 percent pro forma ownership. The model uses 312.7 million pro forma shares outstanding at a $10.00 reference price, calculating a pro forma equity value of $3,127.1 million against $110.0 million in net cash, yielding an implied pro forma enterprise value of $3,017.1 million. Deal costs are estimated at $15 million, with $110.0 million directed to the combined company balance sheet and $2,930 million attributed to rolled-over EigenQ equity. No extension or trust amendment is filed; the announcement simply advances the proxy solicitation clock toward a fourth-quarter 2026 closing. Why it matters: Beyond the transaction mechanics, the attached investor presentation discloses numerous forward-looking claims that will shape shareholder voting decisions once the Form S-4 becomes effective. As stated by EigenQ management in the presentation, the company describes itself as a developer of hardware-rooted, NIST-aligned post-quantum cryptography solutions designed for OEM server embedding. The press release attributes strategic commercial pathways to alliances with HPE, AMD, WNC, and TD SYNNEX, though management explicitly cautions that no executed OEM licenses, binding customer commitments, or formal quotations exist as of the filing date. Illustrative financial projections prepared by EigenQ management forecast 2026 core channel revenue of $10.0 million, 2027 revenue of $138.4 million, and 2028 revenue of $299.5 million, alongside corresponding illustrative gross profit, adjusted EBITDA, and margin estimates. These figures are repeatedly flagged by management as scenario-based estimates derived from internal models, not independently validated forecasts, and are explicitly noted as not reflecting GAAP results, backlog, bookings, or contracted revenue. Personnel disclosures identify Dr. Jos Rosas-Bustos as Chief Executive Officer, Dr. Jesse Van Griensven as Chairman, and SVAQ leadership as CEO Dan Nash and CFO Martin Zinny. This filing matters because it replaces SPAC search uncertainty with a fully outlined capital stack, redemption dependency matrix, and aggressive revenue/technology roadmap that must survive SEC review, underwriter scrutiny, and shareholder redemption behavior. The stated ~53 percent redemption assumption directly dictates whether the $110 million net cash injection materializes or diminishes, which in turn determines if the combined entity can fund EigenQ’s claimed product development, channel enablement, and fulfillment readiness without diluting rollover holders or triggering additional financings. Investors must weigh the presentation’s speculative unit economics and partnership narratives against the hard mechanics disclosed herein, recognizing that until the definitive proxy statement is approved by regulators and shareholders, neither the trust payout amount nor the operational claims presented by management can be treated as guaranteed outcomes.
What changed: This is a quarterly report (Form 10-Q) for Silicon Valley Acquisition Corp. (SVAQ), a blank-check SPAC, for the period ended March 31, 2026. It contains unaudited financial statements, management discussion, and legal/risk disclosures. No definitive business combination agreement has been announced or reached. The SPOC has completed its IPO and over-allotment, placing $215,000,000 in trust. The trust has grown from $200,119,181 to $217,058,155 due to interest earned. There are now 21,500,000 public shares subject to possible redemption at $10.10 per share. The trust value per share has risen due to interest. The over-allotment option expired on February 7, 2026, resulting in the forfeiture of 499,950 Class B founder shares. The deadline to complete a business combination is 24 months from December 24, 2025 (December 2027). The SPAC is still searching for a target and has no operations. Why it matters: Shareholders tracking redemption deadlines, trust value, and extension mechanics will note the trust is $217.1M for 21.5M public shares, providing a current redemption value of ~$10.10 per share. The SPAC is in the early search phase post-IPO with 21 months remaining on its 24-month deadline. No deal has been announced, and there is no indication of an extension request. The SPAC has sufficient cash ($1.4M) outside of trust to fund operations for over a year without needing additional loans.
What changed vs 2026-02-05trust $215.0M → $217.1M +1%sponsor loan $127K → $162Ktrust account, sponsor loans outstanding, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $215.0M$217.1M
- Sponsor loans outstanding
- $127K$162K
- Redeemable shares
- not previously extracted21.5M
SpacBrain reads this as $2,058,155 was added to the trust between the two filings.
The clause …“1,563,619 1,687,543 Long-term prepaid insurance 54,273 72,845 Investments held in Trust Account 217,058,155 200,119,181 TOTAL ASSETS $ 218,676,047 $ 201,879,569 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the sponsor has advanced $34,286 more.
The clause …“March 31, 2026 or the closing of the initial public offering. The Company had borrowed $ 161,544 under the promissory note, which was repaid as of December 31, 2025. Borrowings under the note are no longer available. 11 Due to Sponsor”…
The clause …“authorized; 655,000 and 625,000 shares issued and outstanding, excluding 21,500,000 and 20,000,000 shares subject to possible redemption as of March 31, 2026 and December 31, 2025, respectively 66 63 Class B ordinary shares, $”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G/A amended beneficial ownership report listing AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as the reporting holders. The provided filing text contains no amended share quantities, percentage thresholds, acquisition dates, or purpose clauses. There is therefore no mechanical update to the SVAQ redemption calendar, trust value maintenance, extension timeline, deal progression, or sponsor conduct. Why it matters: Institutional 13G/A amendments typically track passive portfolio adjustments or periodic compliance renewals rather than active trading campaigns. However, because the excerpt discloses no ownership percentages or transaction dates, it cannot be used to model redemption pressure, assess trust liquidity needs, or gauge alignment with the 2027-12-24 deadline. The document also contains zero assertions about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Since the filing text includes no numerical figures, no metrics require attribution or independent verification, and no external valuation conventions have been introduced. In the absence of disclosed stakes, this submission does not alter the fundamental assessment of the trust structure or the target business.
What changed: A Joint Filing Agreement (Exhibit 99.1) appended to a Schedule 13G/A amendment, executed on May 13, 2026 by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman to authorize co-filing of a beneficial ownership report for SILICON VALLEY ACQUISITION CORP. pursuant to Securities Exchange Act Rule 13d-1(k). The filing establishes updated administrative procedures for joint disclosure referencing a prior beneficial ownership statement dated March 31, 2026. It contains no amendments to the SPAC’s redemption schedule, trust account provisions, extension mechanisms, target acquisition status, or sponsor governance. No alterations to the 2027-12-24 deadline or capital structure are reported within the document. Why it matters: The document contains no assertions regarding customer pipelines, revenue streams, market positioning, technology development, commercial partnerships, active litigation, or executive appointments; it is strictly a procedural instrument under Rule 13d-1(k). Because it coordinates disclosure logistics among Magnetar-affiliated entities rather than addressing deal mechanics, trust composition, or sponsor conduct, it does not introduce new variables affecting redemption windows, unit conversion triggers, or acquisition timelines, and therefore holds no material impact on the tracker parameters outlined.
What changed: A Form 8-K current report disclosing the departure of certain officers. On April 8, 2026, Madan Menon notified the board of his resignation as Chief Operating Officer effective that same date. The filing, executed by Chief Executive Officer Dan Nash, confirms the departure was not triggered by any disagreement over the Company’s operations, policies, or practices. No amendments were made to the trust account structure, public redemption schedule, extension provisions, or merger timeline. Why it matters: SPAC investors monitor executive turnover closely because it directly impacts sponsor execution capacity, governance oversight, and alignment during the pending acquisition or business combination phase. While this filing removes a key operating officer without citing internal friction, the vacancy creates immediate succession considerations and may delay routine corporate functions until interim leadership is appointed. Under Item 5.02, investors should watch for subsequent disclosures regarding temporary assignments, new compensation arrangements, or changes to the board’s oversight committee, as these developments will dictate whether the departure disrupts deal momentum or simply reflects planned corporate restructuring.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Silicon Valley Acquisition Corp., a recently-IPO'd blank check company (SPAC). No business combination has been announced; the Company states it has not selected any target (filing: Item 1. Business, 'we have not selected any specific target business'). The IPO closed December 24, 2025, with 20,000,000 units at $10.00/unit ($200 million gross); over-allotment option was exercised in full on January 7, 2026, adding 1,500,000 units ($15 million gross). After over-allotment, trust holds $221,550,000 ($10.00 per unit). The filing is the first 10-K since the IPO and contains standard pre-deal boilerplate. No extension or amendment activity is reported. Sponsor holds 7,165,950 founder shares (24.4%). Why it matters: This is the first annual filing revealing the SPAC's post-IPO financial condition and confirming it is still searching for a target with a December 24, 2027 deadline. Key mechanics for investors: trust per-share value is $10.00; no redemptions have occurred; no target or letter of intent is disclosed. The filing also discloses the forfeiture of 499,950 Class B founder shares following the partial over-allotment expiration, reducing total Class B shares outstanding to 7,165,950. The Company adopted an insider trading policy and a clawback policy, both filed as exhibits.
What changed: Form 3 — insider ownership report. The filing names David Connor O'Neil, Vice President of Silicon Valley Acquisition Corp., as the reporting person and explicitly states there are 'No non-derivative transactions or holdings reported,' confirming no initial equity acquisitions or convertible security conversions were recorded under Section 16(a) requirements. Why it matters: Mechanically, this zero-activity submission does not modify the announced redemption deadline, shift the trust account valuation, activate an extension provision, or advance the closed merger execution timeline. Substantively, it contains no operational claims—none regarding customer portfolios, revenue run rates, addressable market sizing, product roadmaps, commercial partnerships, pending or threatened litigation, or executive leadership changes. Because the reporting officer’s disclosure confirms no reported non-derivative positions, investor decisions on redemption pacing or sponsorship alignment must continue relying on the base prospectus, prior proxy materials, and forthcoming definitive merger documents rather than this initial compliance snapshot.
What changed: A Form 4 insider ownership report filed under federal securities regulations, disclosing securities transactions and beneficial ownership for designated corporate insiders. Per the submission dated February 17, 2026 (Accession No. 0001213900-26-017617), the filing states 'No non-derivative transactions or holdings reported' for SILICON VALLEY ACQUISITION SPONSOR LLC (identified as a 10% owner) and Nash Daniel Benjamin (identified as a director, CEO, and 10% owner). No shares were purchased, sold, converted, or exercised, meaning the sponsor’s and CEO’s proportional ownership stakes, the effective post-merger capital structure, and the baseline for potential redemptions remain mechanically unchanged. No extension filings, trust disbursements, or PIPE subscriptions were recorded. Why it matters: For investors tracking redemption deadlines, trust preservation, and sponsor behavior, this complete absence of transactional activity signals that management is not injecting personal capital, exercising private warrants, or repositioning founder equity ahead of the announced deadline timeline. The lack of secondary buying or derivative conversions removes near-term dilution pressure and clarifies that the sponsor is maintaining its baseline 10% commitment without attempting to influence shareholder voting through liquidity maneuvers or costly tender offers. The document contains no substantive assertions regarding customers, revenue projections, addressable market size, operational strategy, proprietary technology, strategic alliances, ongoing litigation, or executive staffing adjustments; all role designations and ownership percentages are sourced exclusively from the issuer’s Section 16 reporting template.
What changed: A Schedule 13D/A amendment to a statement of beneficial ownership, accompanied by Exhibit 99.1, a Joint Filing Agreement filed pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. This filing amends prior disclosures tracking beneficial ownership of SVAQ Class A ordinary shares. The attached Joint Filing Agreement confirms coordinated submission by multiple reporting persons, explicitly naming Silicon Valley Acquisition Sponsor LLC and its Managing Member, Dan Nash, as responsible for the accuracy and completeness of their respective portions. The provided excerpt does not contain the actual amendment schedule detailing the specific share quantities acquired or sold, the resulting ownership percentage, or the stated purpose for the transaction triggering the update. Why it matters: For investors tracking redemption deadlines, trust mechanics, extensions, deal progress, and sponsor conduct, a 13D/A amendment directly updates the public ledger of major equity holders near the 5% disclosure threshold. Shifts in these positions can signal sponsor confidence ahead of the announced merger, institutional positioning relative to the 2027-12-24 redemption cutoff, or changes in voting power relevant to shareholder approval. This document does not modify the trust share structure, extend the business combination timeline, or alter redemption mechanics. It contains no commercial claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it is strictly a securities regulation disclosure documenting equity position changes and filing coordination.
What changed: Schedule 13G Joint Filing Agreement (Exhibit 99.1) executed under the Securities Exchange Act of 1934 to coordinate a single beneficial ownership statement for Silicon Valley Acquisition Corp. shares as of December 31, 2025. Nothing. According to the attached document, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman have agreed to file a consolidated Schedule 13G signed by attorney-in-fact Hayley Stein on February 17, 2026. The filing contains no provisions modifying the announced merger timeline, the December 24, 2027 liquidation deadline, trust account mechanics, extension procedures, or sponsor conduct. Why it matters: The filing attributes no statements regarding operations, customer contracts, revenue, market sizing, technology, partnerships, litigation, or executive appointments to the SPAC management. The signatories confirm only that they will adhere to Rule 13d-1(k) for a shared disclosure referencing the December 31, 2025 portfolio snapshot. For investors tracking the redemption calendar, this filing establishes that Magnetar-affiliated entities retained registered beneficial ownership into early 2026. Because the excerpt omits the principal Schedule 13G fields for share count and percentage of outstanding stock, the document provides no data to calculate expected redemption volume, voting leverage ahead of the 2027 deadline, or potential block-trade overhang. Future amendments will be necessary to monitor position adjustments relative to the initial reference date.
What changed: Schedule 13G beneficial ownership report. The filing identifies AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as beneficial owners of SVAQ securities. It contains no share quantities, ownership percentages, acquisition dates, or historical comparisons, and makes no reference to the merger completion timeline, public trust account funding levels, 2027-12-24 redemption deadline, extension mechanisms, or sponsor conduct. Why it matters: Institutional position reporting helps track potential coalition building ahead of a SPAC business combination, but without disclosed stake sizes or purchase windows, this submission cannot be used to model redemption pressure, trust sufficiency, or extension voting outcomes. The text attributes no claims regarding customers, revenue streams, addressable market size, underlying technology, commercial partnerships, active litigation, or executive personnel changes.
What changed: Form 8-K Current Report and accompanying press release announcing the separate trading of the company's Class A ordinary shares and warrants. The filing reports no amendments to the redemption deadline, trust account valuation, extension provisions, merger timeline, or sponsor conduct. Its sole operational function is to permit the mechanical unbundleling of publicly listed units into their underlying equity and warrant components, with trading beginning February 12, 2026. Why it matters: In statements attributed to Chief Executive Officer Dan Nash, the Company details that each unit separates into one Class A ordinary share with a par value of $0.0001 per share and one-half of one redeemable warrant. The filing confirms each whole warrant carries an exercise price of $11.50 per share, subject to adjustment. The press release also reiterates the Company's stated objective to pursue business combinations within fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare, and mining sectors. Clear Street LLC is identified as the sole book-running manager for the initial public offering, whose registration statement became effective December 22, 2025.
What changed: Form 10-Q quarterly report for the period from July 21, 2025 (inception) through September 30, 2025, filed by Silicon Valley Acquisition Corp., a blank-check SPAC that had not yet completed its IPO at period-end. No changes to trust value, redemption deadlines, or extension terms because this is a pre-IPO 10-Q. The SPAC had no public shares or trust account at September 30, 2025. The filing describes the post-quarter IPO (December 24, 2025) and over-allotment (January 7, 2026) that created a $215 million trust ($10.00 per unit). Sponsor purchased 7,665,900 Class B founder shares for $25,000; up to 999,900 shares subject to forfeiture. Promissory note of $127,258 was outstanding at quarter-end. No business combination target selected. Neither the sponsor nor officers have engaged in any conduct that would be deemed detrimental to public shareholders. Why it matters: This is the SPAC's first quarterly report, establishing the pre-IPO balance sheet (deferred offering costs $235,347, working capital deficit $264,629) and confirming the sponsor's low-cost founder stake. The filing details the IPO structure and trust mechanics, which are standard, but serves as a reference point for sponsor conduct and capital structure as the SPAC moves toward a target search.
What changed: Form 8-K Current Report and accompanying press release documenting the closing of a partial over-allotment option for an initial public offering, along with executed amendments to the underwriting agreement and private placement unit purchase agreements. According to Item 8.01 of the Form 8-K and Exhibit 99.1 dated January 8, 2026, Silicon Valley Acquisition Corp. consummated the sale of 1,500,000 over-allotment units on January 7, 2026, generating $15,000,000 in additional gross proceeds. Concurrently, 30,000 additional private placement units were sold to Clear Street LLC at $10.00 per unit for $300,000. As disclosed by the registrant, $15,000,000 of those proceeds was deposited into the U.S.-based trust account maintained by Equiniti Trust Company, LLC for public shareholders. Following the close, the registrant reports aggregate units issued standing at 21,500,000 at an aggregate offering price of $215,000,000. The underwriting agreement amendment confirms that Clear Street LLC’s additional private placement units carry a 180-day transfer lock-up under FINRA Rule 5110(e)(1). The filing does not amend the business combination deadline or alter redemption mechanics. Why it matters: The $15,000,000 trust deposit scales the pool available for shareholder redemptions or conversion without triggering an extension or modifying the December 24, 2027 sunset provision referenced in your tracking parameters. The executed amendments finalize the capital raise mechanics and confirm underwriter participation scaling proportionally with the over-allotment exercise. According to the issuer’s press release, management intends to direct future acquisition efforts toward fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare, and mining sectors, providing directional clarity on deal sourcing rather than concrete target commitments. No changes to sponsor equity structure, voting requirements, or trust disbursement conditions are reported.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D beneficial ownership report, executed by Silicon Valley Acquisition Sponsor LLC through its Managing Member Dan Nash to authorize the joint filing of statements concerning Class A ordinary shares, $0.0001 par value, of Silicon Valley Acquisition Corp. The filing contains only procedural boilerplate under Rule 13d-1(k) and discloses no share quantities, transaction pricing, settlement dates, or shifts in beneficial ownership. It does not update the redemption deadline, the trust value per share, extension parameters, or announced deal progress. The document bears two dated execution lines: a header stamp of January 5, 2026, and a closing signature block stating January 5, 2025. Why it matters: For holders monitoring redemption windows and sponsor conduct, this exhibit merely confirms that the sponsor entity coordinated its 13D filing logistics; it advances no financing commitments, acquisition targets, customer or revenue projections, technology roadmaps, partnership announcements, or litigation claims. All operational or financial assertions remain unreported in this attachment, meaning the filing provides zero new data on the target’s market size, management pedigree, or deal progression. Every claim of administrative responsibility regarding timely submission and information accuracy is expressly limited to the named filing party per the agreement’s liability carve-out. Investors should await the principal Schedule 13D body or subsequent amendment schedules to evaluate whether the sponsor’s aggregate position crossed filing thresholds, altered voting intentions, or signaled traction toward business combination completion.
What changed: This filing is a Current Report on Form 8-K submitted by Silicon Valley Acquisition Corp. that simultaneously announces the consummation of its initial public offering and private placement, while attaching Exhibit 99.1—an audited balance sheet and detailed financial statement notes as of December 24, 2025. According to the registrant and signed by Chief Executive Officer Dan Nash, the Company closed its offering on December 24, 2025, selling 20,000,000 units at $10.00 per unit for $200,000,000 in gross proceeds. Simultaneously, the Sponsor (Silicon Valley Acquisition Sponsor LLC) bought 425,000 private placement units and Clear Street LLC (the underwriters’ representative) bought 200,000 private placement units, collectively generating $6,250,000 at $10.00 per unit. The filing places $200,000,000 ($10.00 per Unit) into a Trust Account administered by Equiniti Trust Company, LLC, which encompasses $8,000,000 in deferred underwriting commissions. The registrant establishes a 24-month operational window from the December 24, 2025 closing date. Regarding sponsor conduct and pre-deal costs, the filing shows the Sponsor originally acquired 7,665,900 Class B ordinary shares for $25,000 ($0.003 per share), granting 150,000 founder share equivalents to independent directors for $450. Up to 999,900 founder shares remain forfeitable if the underwriters do not fully exercise their over-allotment option. The Company utilized a Sponsor promissory note to borrow $161,544 of the available $300,000 limit, which was entirely repaid by December 24, 2025. Administrative services fees commence at $25,000 per month beginning December 22, 2025, with $2,500 recorded as an accrued liability. Outside the Trust Account, the audited balance sheet reports $1,600,031 in operating cash. The document also fixes warrant mechanics: 10,000,000 Public Warrants and 312,500 Private Placement Warrants carry a $11.50 exercise price, become redeemable at $0.01 per warrant if the underlying share hits $18.00 for 20 of 30 consecutive trading days, and allow cashless exercises under specific registration failure conditions. Why it matters: For investors monitoring redemption thresholds and trust stability, this document formally locks the Trust Account at $200,000,000 ($10.00 per public share) and confirms zero premature redemptions prior to the first potential de-SPAC event. The explicit 24-month countdown from December 24, 2025 provides the definitive terminal date for liquidation or extension votes. Sponsor economic alignment is clarified through direct co-investment in the private placement, retention of founder shares subject to performance-based forfeiture, and the transition from variable promissory note debt to predictable $25,000 monthly administrative drawdowns that reduce non-trust operating liquidity. The filing codifies the 80% fair market value screening metric for prospective targets (measured against the Trust balance net of deferred underwriting fees and interest-tax liabilities), defines the $100,000 maximum cap on liquidation expenses, and sets the $9.20 secondary issuance price threshold that triggers warrant anti-dilution adjustments. These disclosed parameters serve as the binding baseline for all future proxy materials, shareholder tender offers, and trust distribution calculations.
What changed: Form 8-K reporting the closing of Silicon Valley Acquisition Corp.'s initial public offering (IPO) of 20,000,000 units at $10.00 per unit, the related private placement, and the execution of the foundational agreements for the SPAC (underwriting, warrant, trust, insider letter, registration rights, private placement, administrative services, indemnity). Company consummated its IPO on December 24, 2025, raising $200 million in gross proceeds ($200,000,000 deposited into trust account, of which $8,000,000 is deferred underwriting commission). Simultaneously closed a private placement of 625,000 units (425,000 to Sponsor for $4.25 million, 200,000 to Underwriter for $2.0 million) for $6.25 million in additional trust funding — trust total now $10.00 per outstanding public share. Adopted amended and restated articles of association. Appointed four directors: Matt Murphy, Adam Nash, Jackson Fu, Pankaj Shah. Deadline to complete a business combination set at 24 months from closing (December 24, 2027). Entered into all standard SPAC agreements. No business combination target has been selected or substantive discussions initiated. Why it matters: Establishes the trust at $10.00 per share with a hard deadline of December 24, 2027 for any business combination. Public shareholders have redemption rights in connection with a business combination vote or tender offer. Founder shares locked up until six months post-business combination (or earlier if $11.50 for 20 trading days). Private placement units locked up for 30 days post-business combination. Sponsor and insiders agree to vote for any business combination and to not redeem their shares (except for public shares they purchase). The filing provides the baseline for all future redemption mechanics and shows the SPAC is fully capitalized and ready to search for a target.
What changed: Routine SEC compliance exhibit: a Joint Filing Agreement attached to a Schedule 13G beneficial ownership report. The filing confirms that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will submit a single Schedule 13G on behalf of all named parties under Rule 13d-1(k). It references beneficial ownership of Class A Ordinary Shares, par value $0.0001 per share, of Silicon Valley Acquisition Corp. The document discloses no aggregate share counts, percentage thresholds, acquisition dates, or pricing, and therefore introduces no change to the SPAC’s announced deal timeline, redemption calendar, trust account integrity, extension provisions, or sponsor conduct metrics. Why it matters: This exhibit tracks portfolio positioning by Millennium and founder Israel A. Englander but provides zero operational or financial catalysts relevant to redemption decisions or capital deployment. Because it contains no numerical thresholds, transaction milestones, governance commitments, or funding mechanisms, it carries no mechanical impact on investor exit rights or trust preservation strategies. All assertions derive solely from the signatories’ procedural confirmation dated December 30, 2025, executed by Gil Raviv (Global General Counsel) and Englander. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive personnel changes are present in the filing.
What changed: routine compliance exhibit — FORM 4 — insider ownership report [0001213900-25-126115]. As disclosed in the filing, SILICON VALLEY ACQUISITION SPONSOR LLC and Nash Daniel Benjamin (both identified as 10% owners, with Benjamin additionally designated as director and CEO) executed an open-market purchase on 2025-12-24. The report states the transaction added 425,000 shares, bringing the reported post-transaction holding to 425,000 shares. This submission does not alter the deal-announced status, does not reset the 2027-12-24 extension deadline, and does not adjust any trust/share valuation parameters. It contains no operational disclosures regarding customer concentration, revenue metrics, market sizing, strategic direction, technology development, commercial partnerships, active litigation, or executive appointments. The sole recorded update is the secondary market accumulation of 425,000 shares by the named insiders. Why it matters: Investors tracking sponsor conduct and deal execution pacing will treat this as a verifiable record of private capital deployment outside the SPAC trust account. Because the acquisition was sourced through open-market purchases, it leaves the cash reserve available for redemption scenarios untouched, does not trigger extension voting mechanisms, and does not modify the mechanical timeline tied to the 2027-12-24 deadline. While a Form 4 of this nature does not require redemption calendar revisions, the 425,000-share block provides a quantifiable datum for gauging insider conviction against the remaining execution window. For stakeholders prioritizing trust mechanics and extension triggers, the filing is procedurally neutral; for those monitoring sponsor alignment and secondary float dynamics, it establishes a clear baseline for subsequent insider trading activity.
What changed: A final prospectus (Form 424B4) registering the initial public offering of 20,000,000 units of Silicon Valley Acquisition Corp., a newly organized Cayman Islands special purpose acquisition company. A final prospectus (Form 424B4) registering the initial public offering of 20,000,000 units of Silicon Valley Acquisition Corp., a newly organized Cayman Islands special purpose acquisition company. Why it matters: The document underscores structural risks and alignment dynamics critical to redemption valuation. Warrants become exercisable 12 months post-closing at $11.50 per share, trading separately on the 52nd day following the prospectus date.
What changed: Form 3 — Insider Ownership Report. This document is a routine compliance exhibit submitting an insider ownership statement. According to the filing, director Fu Jackson reported no non-derivative transactions or holdings. Bearing on the mechanics above—the 2027-12-24 redemption deadline, the $10 trust/share valuation, extension voting, merger agreement status, target business progress, or sponsor conduct—the submission records no amendments, waivers, proxy filings, closing condition updates, or sponsor loan modifications. Why it matters: The Form 3’s declaration of zero insider equity movement means investors tracking sponsor alignment, capital commitment adjustments, or executive conviction relative to the announced deal gain no new directional signals. As disclosed in filing 0001213900-25-124808 dated 2025-12-22, no block trades, gifts, or transfers occurred. Consequently, the pre-existing operational timeline, redemption window mechanics, and trust distribution schedule remain unaltered, requiring analysts to look to subsequent prospectus supplements or shareholder meeting notices for substantive changes to the SPAC’s conversion trajectory.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.