SVAQ signs $5 million unsecured note deal with EigenQ

Silicon Valley Acquisition Corp. (SVAQ) has entered into a securities purchase agreement with a special purpose investment vehicle to issue subordinated unsecured promissory notes to EigenQ, Inc. The agreement, disclosed in an 8-K filing dated October 19, 2026, allows for an aggregate original principal amount of up to $5,000,000.

At the initial closing under the Unsecured Purchase Agreement, EigenQ issued a note with an original principal amount of $2,413,333.33 to the investor. This issuance reflects a 10% original issue discount and corresponds to $2,172,000 that had been previously funded by the investor, requiring no additional cash payment at that stage. The investor also received warrants to purchase 201,111 shares of EigenQ common stock at an exercise price of $12.00 per share.

The agreement permits a second closing, referred to as the Additional Closing, which may be scheduled at a mutually agreed time and is subject to certain conditions. At this stage, EigenQ may issue additional notes with an aggregate original principal amount of up to $2,586,666.67. These additional notes also reflect a 10% original issue discount, for an aggregate purchase price of up to $2,328,000. The investor would receive additional warrants to purchase up to 215,555 shares of EigenQ common stock at the same $12.00 exercise price.

The total purchase price for all notes and warrants issued under the agreement cannot exceed $4,500,000. This cap corresponds to the maximum aggregate principal amount of $5,000,000. This unsecured financing is distinct from a senior secured note financing previously disclosed on September 18, 2026, under which EigenQ issued senior secured notes and warrants to an institutional investor.

Upon the closing of the business combination between SVAQ and EigenQ, the unsecured notes will be exchanged for subordinated unsecured convertible notes of the combined entity. The associated warrants will be exchanged on a one-for-one basis for warrants of the combined entity. SVAQ and the investor will also enter into a registration rights agreement at that time.

The business combination was originally agreed upon on June 17, 2026, and has since been amended three times. The transaction involves SVAQ transferring from the Cayman Islands to Delaware and merging with EigenQ through a subsidiary. SVAQ's securities trade on The Nasdaq Stock Market LLC under the symbols SVAQU for units, SVAQ for Class A ordinary shares, and SVAQW for warrants.