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Silicon Valley Acquisition Corp.

For the period ended Oct 19, 2026. Filed Oct 21, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Oct 19, 2026 · Filed Oct 21, 2026

SVAQ$10.18+0.1%Stored close · as of Nov 6, 2026
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Material Differences from the Secured Financing

The material differences between the Unsecured Financing and the Secured Financing are summarized below.

Unsecured Status. The Unsecured Notes are unsecured obligations of EigenQ and, following the Business Combination Closing, PubCo. No lien on or security interest in any assets of EigenQ, PubCo or any of their respective subsidiaries secures the Unsecured Notes, and the Unsecured Financing does not include a pledge and security agreement or any other collateral arrangement in favor of the Unsecured Investor. Accordingly, the Unsecured PubCo Notes do not include the events of default included in the Secured PubCo Notes relating to the validity, perfection or priority of any security interest or to any loss of, or damage to, collateral, and the Unsecured Investor will have no lien on, or claim against, any cash collateral securing the Secured Notes, including any cash deposited in the blocked account contemplated by the Secured Financing documents in connection with a release of the non-cash collateral securing the Secured Notes.

Subordination. The Unsecured Notes and all other obligations of EigenQ and, following the Business Combination Closing, PubCo to the Unsecured Investor under the Unsecured Financing documents (including any obligation to pay cash under the Unsecured Warrants) are expressly subordinated in right of payment, enforcement and otherwise to the Secured Notes and all other obligations under the Secured Financing documents, pursuant to a subordination agreement, dated as of October 19, 2026 (the “Subordination Agreement”), by and among the Unsecured Investor, EigenQ, an affiliate of the Secured Investor, as collateral agent for the holders of the Secured Notes (the “Secured Agent”) and SVAQ as an obligor following the Business Combination Closing. Pursuant to the Subordination Agreement, among other things, for so long as any obligations under the Secured Financing remain outstanding:

●the Unsecured Investor may not demand or receive, and EigenQ and PubCo may not make, any payment on the Unsecured Notes (whether by payment, prepayment, setoff, lawsuit or otherwise), other than regularly scheduled payments of interest (in cash or in kind) at a time when no event of default under the Secured Financing documents has occurred and is continuing or would result therefrom, and the Unsecured Investor must turn over to the holders of the Secured Notes any other payment or distribution it receives in respect of the Unsecured Notes;
●subject to the express conversion, warrant exercise and exchange exceptions described below, the Unsecured Investor may not exercise any remedy with respect to the Unsecured Notes or commence, prosecute or participate in any action or proceeding against EigenQ or PubCo;
●in any bankruptcy, insolvency or similar proceeding, the Secured Notes must be paid in full before any payment is made on the Unsecured Notes, the Unsecured Investor may not object to any debtor-in-possession financing or use of cash collateral supported by the holders of the Secured Notes and may not support a plan of reorganization except in specified circumstances, and the Unsecured Investor has granted the Secured Agent a power of attorney to file claims if the Unsecured Investor has not done so by 30 days before the claims deadline, and vote the Unsecured Investor’s claims in such proceeding;
●the aggregate outstanding principal amount of the Unsecured Notes may not exceed $5,000,000 (exclusive of interest paid in kind at the non-default rate);
●the Unsecured Financing documents may not be amended in a manner adverse to the holders of the Secured Notes (including any amendment that increases the principal amount or interest rate of, or shortens the maturity of, the Unsecured Notes, or imposes more burdensome conditions on EigenQ or PubCo) without the consent of the required holder of the Secured Notes;
●the Unsecured Investor may not transfer the Unsecured Notes (including by distribution to its members or other equity holders) unless the transferee enters into a subordination agreement reasonably satisfactory to the required holder of the Secured Notes and the Secured Agent; and
●any participation or similar right of the Unsecured Investor with respect to future financings provided by the holders of the Secured Notes or their affiliates is limited to the Unsecured Investor’s pro rata share, based on the aggregate purchase price paid under the Unsecured Purchase Agreement relative to the aggregate purchase price paid under the Unsecured Purchase Agreement and the Secured Purchase Agreement; this participation limitation survives payment in full of the Secured Notes and termination of the Subordination Agreement.

As a result, for so long as the Secured Notes remain outstanding, EigenQ and PubCo generally will not be permitted to make any payment of principal, premium or redemption amounts on the Unsecured Notes, including at maturity, upon an event of default, upon a change of control, upon the occurrence of the amortization trigger or pursuant to any holder or company optional redemption. The Subordination Agreement does not restrict the conversion of the Unsecured Notes or the exercise of the Unsecured Warrants in accordance with their terms, provided that any cash paid to the Unsecured Investor in connection with any such conversion or exercise remains subject to the Subordination Agreement.

The Subordination Agreement further provides that if the required holder of the Secured Notes grants any amendment, waiver or consent under the Secured Financing documents that makes the terms thereof more favorable or less restrictive to EigenQ or PubCo (for example, by relaxing a financial covenant, extending a cure period, reducing an interest rate, releasing collateral or waiving a default), the corresponding provisions of the Unsecured Financing documents will automatically be amended or waived in the same manner, without any action or consent of the Unsecured Investor. If the holders of the Secured Notes receive a cash fee, a reduction in conversion price, an increase in principal amount, warrants or an increase in interest rate solely as consideration for any such amendment or waiver, the Unsecured Investor will be entitled to receive its pro rata share of such consideration (or the same reduction or increase, in the case of the conversion price or interest rate), with any cash fee added to the principal amount of the Unsecured Notes rather than paid in cash.

Action Limitations. The Unsecured Purchase Agreement and the Unsecured Notes provide that, for so long as any Secured Note remains outstanding, neither the Unsecured Investor nor any other holder of the Unsecured Notes may declare, accelerate or enforce any event of default, require any redemption or payment, commence any action or proceeding to collect or enforce the Unsecured Notes, or take any other affirmative action with respect to the Unsecured Notes, unless the required holder of the Secured Notes has taken a substantially similar action with respect to the Secured Notes, and then only to substantially the same extent and subject in all respects to the Subordination Agreement (the “Action Limitations”). Any action taken in violation of the Action Limitations is null and void.

Unsecured Registration Rights Agreement. The Unsecured Registration Rights Agreement is substantially similar to the Secured Registration Rights Agreement, but provides that any claim for payment under the Unsecured Registration Rights Agreement, including any claim for partial liquidated damages, is subject to the Subordination Agreement solely to the extent such claim constitutes subordinated indebtedness thereunder, and nothing in the Unsecured Registration Rights Agreement amends the Subordination Agreement or authorizes any payment prohibited thereby; and (ii) the Unsecured Registration Rights Agreement will be deemed amended, waived or otherwise modified, without any action or consent of the Unsecured Investor, to the extent provided in the automatic amendment provisions of the Subordination Agreement described above.

The foregoing descriptions of the Unsecured Purchase Agreement, the Unsecured EigenQ Notes, the Unsecured EigenQ Warrants, the Unsecured PubCo Notes, the Unsecured PubCo Warrants, the Unsecured Registration Rights Agreement and the Subordination Agreement are not complete and are subject to, and qualified in their entirety by reference to, the full text of the Unsecured Purchase Agreement, the form of Unsecured EigenQ Note, the form of Unsecured EigenQ Warrant, the form of Unsecured PubCo Note, the form of Unsecured PubCo Warrant, the form of Unsecured Registration Rights Agreement and the Subordination Agreement, copies of which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, to this Current Report on Form 8-K (this “Current Report”) and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth above under Item 1.01 with respect to the Unsecured Notes is incorporated by reference into this Item 2.03.

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