Silicon Valley Acquisition Corp. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share SVAQ The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 SVAQW The Nasdaq Stock Market LLC
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to
• $200,000,000 — rating gross proceeds to the Company of $200,000,000. In connection with the Offering, the
• $6,250,000 — ment Unit, generating gross proceeds of $6,250,000 (the "Private Placement"). No underwrit

Filing Documents

• ea0270983-8k_silicon.htm (8-K) — 50KB
• ea027098301ex1-1_silicon.htm (EX-1.1) — 293KB
• ea027098301ex3-1_silicon.htm (EX-3.1) — 311KB
• ea027098301ex4-1_silicon.htm (EX-4.1) — 119KB
• ea027098301ex10-1_silicon.htm (EX-10.1) — 46KB
• ea027098301ex10-2_silicon.htm (EX-10.2) — 82KB
• ea027098301ex10-3_silicon.htm (EX-10.3) — 106KB
• ea027098301ex10-4_silicon.htm (EX-10.4) — 59KB
• ea027098301ex10-5_silicon.htm (EX-10.5) — 61KB
• ea027098301ex10-6_silicon.htm (EX-10.6) — 8KB
• ea027098301ex10-7_silicon.htm (EX-10.7) — 99KB
• ea027098301ex99-1_silicon.htm (EX-99.1) — 6KB
• ea027098301ex99-2_silicon.htm (EX-99.2) — 6KB
• ex3-1_001.jpg (GRAPHIC) — 9KB
• ex99-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-25-126830.txt ( ) — 1777KB
• svaqu-20251222.xsd (EX-101.SCH) — 4KB
• svaqu-20251222_def.xml (EX-101.DEF) — 27KB
• svaqu-20251222_lab.xml (EX-101.LAB) — 37KB
• svaqu-20251222_pre.xml (EX-101.PRE) — 25KB
• ea0270983-8k_silicon_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 22, 2025, the registration statement on Form S-1 (File No. 333-290366) (the "Registration Statement") relating to the initial public offering (the "Offering") of Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the "Company"), was declared effective by the U.S. Securities and Exchange Commission. On December 24, 2025, the Company consummated the Offering of 20,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share, par value $0.0001 per share ("Class A Ordinary Shares"), and one-half of one redeemable warrant (each, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated December 22, 2025, between the Company and Clear Street LLC (the "Representative"), a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Report") and incorporated herein by reference; A Warrant Agreement, dated December 22, 2025, between the Company and Equiniti Trust Company, LLC ("Equiniti"), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein by reference; An Insider Letter Agreement, dated December 22, 2025, among the Company, its directors and officers and Silicon Valley Acquisition Sponsor LLC (the "Sponsor"), a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference; An Investment Management Trust Agreement, dated December 22, 2025, between the Company and Equiniti, as trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On December 24, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 425,000 units to the Sponsor and an aggregate of 200,000 units to the Representative (collectively, the "Private Placement Units") at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,250,000 (the "Private Placement"). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except that so long as they are held by the initial purchasers or their permitted transferees, they (i) may not (including the underlying securities), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company's initial business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Units held by the Representative and/or their designees, will not be exercisable more than five years from the commencement of sales in the Offering in accordance with FINRA Rule 5110(g)(8).

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective as of December 22, 2025, the following individuals were appointed to the board of directors (the "Board") of the Company: Matt Murphy, Adam Nash, Jackson Fu, and Pankaj Shah. Additional information regarding, among other things, each individual's background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference. On December 22, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.7, herewith.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 22, 2025, the Company filed its amended and restated memorandum and articles of association (the "Amended Articles") with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $200,000,000 ($10.00 per Unit) of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company's public shareholders (the "Trust Account"), with Equiniti acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for taxes payable, other than excise taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (i) the completion of the Company's initial business combination, (ii) the redemption of the Class A Ordinary Shares underlying the Units (the "Public Shares") if the Company is unable to complete its initial business combination by December 24, 2027, or such earlier date as the Company's board of directors may approve, or such other time period in which the Company must complete an initial business combination pursuant to an amendment to the Amended Articles approved by a special resolution of the Company's shareholders (collectively, the "Completion Window"), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended Articles (a) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if the Company has not consummated an initial business combination within the Completion Window or (b) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. On December 22, 2025, the Company issued a press release announcing the pricing of the Offering, and on December 24, 2025, the Company issued a press release announcing the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated her

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 22, 2025, between the Company and Clear Street LLC. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated December 22, 2025, between the Company and Equiniti. 10.1 Insider Letter Agreement, dated December 22, 2025, among the Company, its directors and officers and Silicon Valley Acquisition Sponsor LLC. 10.2 Investment Management Trust Agreement, dated December 22, 2025, between the Company and Equiniti. 10.3 Registration Rights Agreement, dated December 22, 2025, among the Company and certain security holders. 10.4 Private Placement Units Purchase Agreement, dated December 22, 2025, between the Company and Silicon Valley Acquisition Sponsor LLC. 10.5 Private Placement Units Purchase Agreement, dated December 22, 2025, between the Company and Clear Street LLC. 10.6 Administrative Services Agreement, dated December 22, 2025, between the Company and Silicon Valley Acquisition Sponsor LLC. 10.7 Form of Indemnity Agreement. 99.1 Press Release, dated December 22, 2025. 99.2 Press Release, dated December 24, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SILICON VALLEY ACQUISITION CORP. By: /s/ Dan Nash Name: Dan Nash Title: Chief Executive Officer Date: December 31, 2025 4

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