Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Background

As previously disclosed, on June 17, 2026, Silicon Valley Acquisition Corp., a Cayman Islands exempted company ("SVAQ", and following the Business Combination Closing, "PubCo"), entered into a Business Combination Agreement (as amended by that certain Amendment No. 1, dated as of August 6, 2026, that certain Amendment No. 2, dated as of September 17, 2026, and that certain Amendment No. 3, dated as of September 26, 2026 the "Business Combination Agreement"), with SVAQ Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of SVAQ ("Merger Sub"), and EigenQ, Inc., a Delaware corporation ("EigenQ" or the "Company"), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) SVAQ will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate (the "Domestication") as a Delaware corporation prior to the consummation of the Business Combination (the "Business Combination Closing"), and (ii) Merger Sub will merge with and into the Company (the "Merger", together with the Domestication and such other transactions contemplated under the Business Combination Agreement, collectively, the "Business Combination"), with the Company continuing as the surviving company. After giving effect to the Merger, the Company will be a wholly-owned subsidiary of SVAQ.

Subordinated Unsecured Note Financing

As previously disclosed in the Current Report on Form 8-K filed by SVAQ with the U.S. Securities and Exchange Commission (the "SEC") on September 18, 2026 (the "Prior Report"), on September 17, 2026, SVAQ and EigenQ entered into a securities purchase agreement (the "Secured Purchase Agreement") with an institutional investor (the "Secured Investor"), pursuant to which EigenQ issued, and subject to certain conditions will issue, senior secured notes (the "Secured EigenQ Notes") and warrants to purchase shares of EigenQ common stock (the "Secured EigenQ Warrants"), which, upon the Business Combination Closing, will be exchanged for senior secured convertible notes of PubCo (the "Secured PubCo Notes," and together with the Secured EigenQ Notes, the "Secured Notes") and warrants of PubCo (the "Secured PubCo Warrants"), respectively (collectively, the "Secured Financing"). The Secured Purchase Agreement contemplates the subordinated financing described below.

On October 19, 2026, SVAQ and EigenQ entered into a securities purchase agreement (the "Unsecured Purchase Agreement") with a special purpose investment vehicle (the "Unsecured Investor"), providing for the issuance by EigenQ of subordinated unsecured promissory notes in an aggregate original principal amount of up to $5,000,000 (the "Unsecured EigenQ Notes") and warrants to purchase shares of EigenQ common stock (the "Unsecured EigenQ Warrants") (collectively, the "Unsecured Financing"). Pursuant to the Unsecured Purchase Agreement, at the Initial Closing (as defined in the Unsecured Purchase Agreement), EigenQ issued to the Unsecured Investor, in respect of $2,172,000 which had been previously funded by the Unsecured Investor and without any additional cash payment by the Unsecured Investor, (i) an Unsecured EigenQ Note with an original principal amount of $2,413,333.33, reflecting an original issue discount of 10% (the "Unsecured Initial Note"), and (ii) Unsecured EigenQ Warrants to purchase 201,111 shares of EigenQ common stock at an exercise price of $12.00 per share (the "Unsecured Initial Warrants").

Additionally, pursuant to the Unsecured Purchase Agreement, at the Additional Closing (as defined in the Unsecured Purchase Agreement), which may be scheduled at a mutually agreed time and date and is subject to certain conditions, EigenQ may issue to the Unsecured Investor (i) additional Unsecured EigenQ Notes with an aggregate original principal amount of up to $2,586,666.67, reflecting an original issue discount of 10%, for an aggregate purchase price of up to $2,328,000 and (ii) additional Unsecured EigenQ Warrants to purchase up to 215,555 shares of EigenQ common stock (equal to the original principal amount of such additional Unsecured EigenQ Notes divided by $12.00) at an exercise price of $12.00 per share. The aggregate purchase price for all Unsecured EigenQ Notes and Unsecured EigenQ Warrants issued under the Unsecured Purchase Agreement may not exceed $4,500,000 (reflecting aggregate principal amount of $5,000,000).

Upon the Business Combination Closing, (i) the Unsecured EigenQ Notes will be exchanged for subordinated unsecured convertible notes of PubCo (the "Unsecured PubCo Notes," and together with the Unsecured EigenQ Notes, the "Unsecured Notes"), (ii) the Unsecured EigenQ Warrants will be exchanged, on a one-for-one basis, for warrants of PubCo (the "Unsecured PubCo Warrants," and together with the Unsecured EigenQ Warrants, the "Unsecured Warrants") and (iii) PubCo and the Unsecured Investor will enter into a registration rights agreement (the "Unsecured Registration Rights Agreement").