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Silicon Valley Acquisition Corp.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

SVAQ$10.18+0.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Silicon Valley Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands001-43030N/A
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)
228 Hamilton Avenue, 3rd Floor Palo Alto, California94301
(Address of principal executive offices)(Zip Code)

(650) 206-8315

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:Trading Symbol:Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrantSVAQUThe Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per shareSVAQThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50SVAQRThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Smaller reporting company ☒
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.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐

The registrant was not a public company as of June 30, 2025 and therefore it cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date.

As of March 31, 2026, there were 22,155,000 Class A ordinary shares, par value $0.0001 per share, and 7,165,950 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

Page No.
PART I1
Item 1.Business.2
Item 1A.Risk Factors.16
Item 1B.Unresolved Staff Comments.48
Item 1C.Cybersecurity.48
Item 2.Properties.48
Item 3.Legal Proceedings.48
Item 4.Mine Safety Disclosures.48
PART II49
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.49
Item 6.[Reserved]49
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.50
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.51
Item 8.Financial Statements and Supplementary Data.52
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.52
Item 9A.Controls and Procedures.52
Item 9B.Other Information.52
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.52
PART III53
Item 10.Directors, Executive Officers and Corporate Governance.53
Item 11.Executive Compensation.59
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.60
Item 13.Certain Relationships and Related Transactions, and Director Independence.61
Item 14.Principal Accountant Fees and Services.63
PART IV64
Item 15.Exhibits and Financial Statement Schedules.64
SIGNATURES66

i

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (“Annual Report”) or unless the context otherwise requires, references to:

●“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect as of the date hereof;
●“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
●“founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to the initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
●“initial shareholders” are to sponsor and the three independent directors that held our founder shares prior to the initial public offering;
●“initial public offering” are to our initial public offering, which was consummated on November 26, 2025.
●“management” or our “management team” are to our directors and officers;
●“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
●“private placement shares” are to the Class A ordinary shares sold as part of the private placement units;
●“private placement units” are to the units issued to our sponsor and the underwriters in private placements simultaneously with the closing of the initial public offering, which private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in this Annual Report;
●“private placement warrants” are to the warrants sold as part of the private placement units;
●“public shares” are to our Class A ordinary shares sold as part of the public units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);
●“public shareholders” refer to the holders of our public shares, including our initial shareholders, sponsor (as defined below), executive officers and directors to the extent they purchased public shares, provided that their status as “public shareholders” shall only exist with respect to such public shares;
●“public warrants” are to the redeemable warrants sold as part of the units in the initial public offering (whether they were subscribed for in the initial public offering or in the open market);
●“representative” refers to Clear Street LLC (“Clear Street”);
●“special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);
●“sponsor” are to Silicon Valley Acquisition Sponsor LLC, a company affiliated with our executive officers and directors;
●“warrants” are to our redeemable warrants, which include the public warrants as well as the private placement warrants;
●“we,” “us,” “our” or our “company” are Silicon Valley Acquisition Corp., a Cayman Islands exempted company; and
●“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

ii

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