Silicon Valley Acquisition Corp.
For the period ended Sep 17, 2026. Filed Sep 18, 2026.
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Sep 17, 2026 · Filed Sep 18, 2026
Contents
EigenQ Notes
The EigenQ Notes bear interest at a rate equal to (i) eight percent (8%) per annum for any interest paid in cash (the “Cash Interest Rate”) and (ii) ten percent (10%) per annum for any interest paid in kind (“PIK”) and, unless earlier converted or redeemed, will mature on the six month anniversary of the issuance of the Initial note (the “Maturity Date”), provided that, if as of the initial Maturity Date, the Business Combination Agreement has not been terminated as of such initial Maturity Date and the Outside Date is at least six months following such extended Maturity Date, the Maturity Date shall be extended for another three months. Upon the Maturity Date, the principal amount and accrued interest are payable to the Investor, along with a premium equal to 30% of the original principal balance of the EigenQ Notes. The EigenQ Notes may not be prepaid, other than with the consent of the Investor.
The EigenQ Notes require EigenQ to comply with certain affirmative covenants, including, without limitation:
| ● | using reasonable best efforts to cause each of the conditions precedent to the Business Combination Closing set forth in the Business Combination Agreement to be satisfied and not to take, or omit to take, any action that would give either party the right to terminate the Business Combination Agreement or that would otherwise result in the failure of any condition precedent to the Business Combination Closing to be satisfied; |
| ● | maintaining unrestricted cash and cash equivalents (which shall be held in deposit accounts (each, a “DACA”) subject to an account control agreement) of at least $7,500,000 at all times and at least $10,000,000 as of the last day of each fiscal quarter of EigenQ (and upon the issuance of the Additional Notes, such minimum amounts shall increase to $10,000,000 at all times and $15,000,000 as of the last day of each fiscal quarter, respectively); |
| ● | obligations to report to the investor with respect to the status of the Business Combination (including, without limitation, communications with the U.S. Securities and Exchange Commission (the “SEC”), alleged breaches of the Business Combination Agreement, redemption tallies in connection with the Business Combination); and |
| ● | using reasonable best efforts to cause: (i) the Company’s response to any SEC comment letter on the registration statement on Form S-4 to be filed in connection with the Business Combination (the “Business Combination Registration Statement”) to be filed with the SEC no later than twenty one days after receipt of such comment letter; (ii) the Business Combination Registration Statement to be declared effective by the SEC no later than six months after its initial filing with the SEC; (iii) the SVAQ shareholders meeting, including any adjournment or postponement thereof, to be convened no later than forty five days following the effectiveness of the Business Combination Registration; and (iv) the Business Combination Closing to occur no later than the earlier of (a) the later of (1) sixty days following the effectiveness of the Business Combination Registration if such effectiveness occurs in calendar year 2026, or forty-five (45) days following such effectiveness if such effectiveness occurs in calendar year 2027 and (2) five (5) Business Days following the SVAQ shareholders meeting and (b) June 30, 2027. |
The EigenQ Notes require EigenQ to comply with certain customary negative covenants, including, without limitation, restrictions on liquidation or dissolution; mergers, consolidations or asset sales outside the Business Combination; dividends and distributions; affiliate transactions; incurrence of indebtedness or liens; investments; formation of subsidiaries not joining the security documents; allowing the removal of certain key personnel; and amending or waiving the Business Combination Agreement without the Investor’s consent (subject to a five business day deemed-approval mechanic). Any breach of a representation, warranty or covenant under the Transaction Documents (as defined in the Purchase Agreement), including EigenQ’s failure to consummate the Additional Closing (as defined in the Purchase Agreement) if the Investor is ready, willing and able to do so, constitutes an event of default under the EigenQ Notes.
For purposes of the EigenQ Notes, “Ordinary Course of Business” is defined as , in respect of any transaction involving EigenQ or any of its subsidiaries, the ordinary course of EigenQ or such subsidiary’s business in accordance with (a) the usual and customary customs and practices in the kind of business in which EigenQ or such subsidiary is engaged, (b) the past practice and operations of EigenQ or such subsidiary, or (c) the proposed and planned practices, activities and operations of EigenQ or such subsidiary as described in the Business Combination Registration Statement, and in each case, undertaken by EigenQ or such subsidiary in good faith and not for purposes of or having the practical effect of evading any covenant or restriction in any other Transaction Document.
The EigenQ Notes also include customary events of default, including, without limitation (and, where applicable, subject to any cure periods set forth in the EigenQ Notes):
| ● | a breach of any representation, warranty, covenant or agreement of EigenQ contained in the EigenQ Notes or any related Transaction Document; |
| ● | failure to pay any amount of principal or interest due under the EigenQ Notes when due (including by exchange in connection with the Business Combination Closing) and if such failure remains uncured for a period of at least five (5) business days; |
| ● | EigenQ’s bankruptcy, insolvency, dissolution or liquidation (whether voluntary or involuntary); |
| ● | EigenQ fails to pay when due any of its indebtedness, or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; |
| ● | entry of one or more judgments or decrees in an aggregate principal amount in excess of $1,000,000 against EigenQ and all of such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; |
| ● | there shall have occurred any material adverse effect to EigenQ; or |
| ● | the Business Combination Agreement is terminated, canceled or otherwise ceases to be in full force and effect. |
If an event of default occurs and is continuing, upon the election of the holder, all amounts outstanding and unpaid under the EigenQ Notes, including any PIK interest amounts added to the principal balance thereof and any then unpaid and accrued interest, together with an additional premium equal to forty percent (40%) of the original principal amount of the EigenQ Notes.
If any amount payable under the EigenQ Notes is not paid when due, whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at a rate equal to the applicable Interest Rate plus five percentage points (5%), stepping up by an additional five percentage points (for a total of ten percentage points (10%) above the applicable Interest Rate) after 90 calendar days from the date of such non-payment until such amount is paid in full.
Upon the consummation of the Business Combination, the unpaid principal amount of the EigenQ Notes (including any PIK interest amounts added thereto), together with any interest accrued but unpaid thereon (the “BC Conversion Amount”) will be exchanged for senior secured convertible notes of the Company (the “PubCo Notes”), with an original principal amount equal to the BC Conversion Amount.
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