Silicon Valley Acquisition Corp. 10-Q

svaq-20260630 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-43030 SILICON VALLEY ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 228 Hamilton Avenue , 3 rd Floor Palo Alto , California 94301 (Address of principal executive offices) (Zip Code) (650) 206-8315 (Issuer’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant SVAQU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share SVAQ The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 SVAQW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of August 14, 2026, there were 22,155,000 Class A ordinary shares, par value $0.0001 per share, and 7,165,950 Class B ordinary shares, par value $0.0001 per share, issued and outstanding. SILICON VALLEY ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 TABLE OF CONTENTS Page Part I. Financial Information Item 1. Interim Financial Statements 1 Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 1 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited) 2 Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 (Unaudited) 3 Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 25 Item 4. Controls and Procedures 25 Part II. Other Information 26 Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27 Part III. Signatures 28 i PART I - FINANCIAL INFORMATION Item 1. Interim Financial Statements. SILICON VALLEY ACQUISITION CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2026 December 31, 2025 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 1,180,511 $ 1,600,031 Prepaid expenses 75,459 13,635 Prepaid insurance 73,877 73,877 Total Current Assets 1,329,847 1,687,543 Long-term prepaid insurance 35,700 72,845 Investments held in Trust Account 218,979,433 200,119,181 TOTAL ASSETS $ 220,344,980 $ 201,879,569 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued offering costs $ 75,000 $ 14,572 Accrued expenses 773,740 82,500 Over-allotment liability — 188,800 Due to sponsor 29,195 30,925 Total Current Liabilities 877,935 316,797 Deferred underwriting fee payable 8,600,000 8,000,000 Total Liabilities 9,477,935 8,316,797 Commitments and Contingencies Class A ordinary shares subject to possible redemption, 21,500,000 and 20,000,000 shares at a redemption value of $ 10.19 and $ 10.01 per share as of June 30, 2026 and December 31, 2025, respectively 218,979,433 200,119,181 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding — — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 655,000 and 625,000 shares issued and outstanding, excluding 21,500,000 and 20,000,000 shares subject to possible redemption as of June 30, 2026 and December 31, 2025, respectively 66 63 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,165,950 and 7,665,900 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (1) 717 767 Additional paid-in capital — — Accumulated deficit ( 8,113,171 ) ( 6,557,239 ) Total Shareholders’ Deficit ( 8,112,388 ) ( 6,556,409 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 220,344,980 $ 201,879,569 (1) The Class B ordinary shares issued and outstanding as of December 31, 2025, includes up to 999,900 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). On January 7, 2026, the underwriters purchased an additional 1,500,000 Units pursuant to the partial exercise of the over-allotment option, resulting in 499,950 Class B ordinary shares that were no longer subject to forfeiture. On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 Units expired, resulting in the forfeiture of 499,950 Class B ordinary shares. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1 SILICON VALLEY ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 General and administrative costs $ 779,635 $ 1,144,779 Loss from operations ( 779,635 ) ( 1,144,779 ) Other income Unrealized gain from fair value changes of over-allotment liability — 95,150 Interest earned on investments held in Trust Account 1,921,278 3,860,252 Total other income 1,921,278 3,955,402 Net Income $ 1,141,643 $ 2,810,623 Basic weighted average shares outstanding, Class A ordinary shares outstanding 21,500,000 21,441,989 Basic net income per share, redeemable Class A ordinary shares outstanding $ 0.04 $ 0.10 Diluted weighted average shares outstanding, Class A ordinary shares outstanding 21,500,000 21,441,989 Diluted net income per share, redeemable Class A ordinary shares outstanding $ 0.04 $ 0.10 Basic weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares outstanding 7,820,950 7,800,455 Basic net income per share, non-redeemable Class A and Class B ordinary shares $ 0.04 $ 0.10 Diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares outstanding 7,820,950 7,820,950 Diluted net income per share, non-redeemable Class A and Class B ordinary shares $ 0.04 $ 0.10 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 SILICON VALLEY ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 Class A Ordinary Shares Class B Ordinary Shares (1) Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance — December 31, 2025 625,000 $ 63 7,665,900 $ 767 $ — $ ( 6,557,239 ) $ ( 6,556,409 ) Forfeiture of Class B ordinary shares — — ( 499,950 ) ( 50 ) 50 — — Accretion for Class A ordinary shares to redemption amount — — — — ( 519,362 ) ( 2,445,277 ) ( 2,964,639 ) Sale of Private Placement Units 30,000 3 — — 299,997 — 300,000 Fair Value of Public Warrants at issuance — — — — 225,000 — 225,000 Allocated value of transaction costs to Class A ordinary shares — — — — ( 5,685 ) — ( 5,685 ) Net income — — — — — 1,668,980 1,668,980 Balance – March 31, 2026 (unaudited) 655,000 $ 66 7,165,950 $ 717 $ — $ ( 7,333,536 ) $ ( 7,332,753 ) Accretion for Class A ordinary shares to redemption amount — — — — — ( 1,921,278 ) ( 1,921,278 ) Net income — — — — — 1,141,643 1,141,643 Balance – June 30, 2026 (unaudited) 655,000 $ 66 7,165,950 $ 717 $ — $ ( 8,113,171 ) $ ( 8,112,388 ) (1) As of December 31, 2025, up to 999,900 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 6). The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 SILICON VALLEY ACQUISITION CORP. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 (UNAUDITED) Cash Flows from Operating Activities: Net income $ 2,810,623 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on investments held in Trust Account ( 3,860,252 ) Change in fair value of over-allotment liability ( 95,150 ) Changes in operating assets and liabilities: Prepaid expenses ( 61,824 ) Prepaid insurance 37,145 Accrued expenses 759,168 Due to Sponsor 29,195 Net cash used in operating activities ( 381,095 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 15,000,000 ) Net cash used in investing activities ( 15,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 14,700,000 Proceeds from sale of Private Placements Units 300,000 Repayment of advances from related party ( 30,925 ) Payment of offering costs ( 7,500 ) Net cash provided by financing activities 14,961,575 Net Change in Cash and cash equivalents ( 419,520 ) Cash and cash equivalents – Beginning of period 1,600,031 Cash and cash equivalents – End of period $ 1,180,511 Noncash investing and financing activities: Deferred underwriting fee payable $ 600,000 Forfeiture of Class B ordinary shares $ 50 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 SILICON VALLEY ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General Silicon Valley Acquisition Corp. (the “Company” or “SVAQ”) was incorporated as a Cayman Islands exempted company on July 21, 2025 . The Company is a newly organized blank check company or special purpose acquisition company (“SPAC”), formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target. Its efforts to identify a prospective target business will not be limited to a particular industry or geographic region. On June 15, 2026, SVAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), was formed. Merger Sub had not commenced any operations as of June 30, 2026. As of June 30, 2026, the Company had not commenced any operations. All activity for the period from July 21, 2025 (date of inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (as defined below) and subsequent to the initial public offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after completion of the Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the initial public offering. The Company has selected December 31 as its fiscal year end. Sponsor, Founder and Financing The Company’s sponsor is Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on December 22, 2025. On December 24, 2025, the Company consummated the initial public offering of 20,000,000 units at $ 10.00 per unit (the “Units”), which is discussed in Note 3 (the “initial public offering”), generating gross proceeds of $ 200,000,000 . Each Unit consists of one of the Company’s Class A ordinary shares (the “Public Shares”), $ 0.0001 par value and one-half of one redeemable warrant to purchase one Class A ordinary share (the “Public Warrants”). The Public Warrants will only be exercisable for whole shares at $ 11.50 per share. Simultaneously with the closing of the initial public offering, the Company consummated the sale of an aggregate of 625,000 private placement units (the “private placement units”) to the Sponsor and Clear Street LLC (“Clear Street”), as representative of the underwriters in the initial public offering (the “representative”), at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 6,250,000 . Of the 625,000 private placement units, the Sponsor purchased 425,000 private placement units and Clear Street purchased 200,000 private placement units. Each whole private placement warrant (the “Private Placement Warrant”) included in a private placement unit entitles the holder thereof to purchase one Class A ordinary share at $ 11.50 per share. On January 7, 2026, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $ 15,000,000 . Simultaneously with the consummation of the over-allotment option on January 7, 2026, the Company also consummated the sale of an additional 30,000 private placement units to Clear Street at a price of $ 10.00 per private placement unit, generating gross proceeds of $ 300,000 . On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 Units expired, resulting in the forfeiture of 499,950 Class B ordinary shares, par value $ 0.0001 per share, of the Company (the “Class B Ordinary Shares” or “Founder Shares”). As of the date the unaudited condensed consolidated financial statements were issued, 7,165,950 Class B ordinary shares were issued and outstanding. Transaction costs amounted to $ 13,402,955 , consisting of $ 4,300,000 of cash underwriting fees, $ 8,600,000 of deferred underwriting fees, and $ 502,955 of other offering costs. 5 The Trust Account Upon the closing of the initial public offering on December 24, 2025 and the partial exercise of over-allotment option on January 7, 2026, an aggregated amount of $ 215,000,000 ($ 10.00 per unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the private placement units, are held in a trust account (the “Trust Account”) and were invested only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. Funds will remain in the Trust Account until the earlier of (i) the completion of the Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s amended and restated memorandum and articles of association provides that, except for (x) interest income that may be released to the Company to pay taxes and (y) up to $ 100,000 to pay dissolution expenses, as discussed below, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of: (1) the completion of the initial Business Combination within the required time period; (2) redemption of 100 % of the outstanding public shares if the Company has not completed an initial Business Combination within 24 months from the closing of the initial public offering; and (3) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) in a manner that would affect the substance or timing of the obligation to redeem 100 % of public shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the pre-business combination activity and related shareholders’ rights. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the initial public offering, although substantially all of the net proceeds of the initial public offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (less the deferred underwriting commissions and the taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable) or (ii) provide shareholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, net of taxes payable, if any. The decision as to whether the Company will seek shareholder approval of the Business Combination or will allow shareholders to redeem their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval unless a vote is required by the Nasdaq rules. If the Company seeks shareholder approval, it will complete its Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with the Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable, if any). As a result, such shares are recorded at redemption amount and classified as temporary equity upon the completion of the initial public offering. The amount in the Trust Account is $ 10.00 per public share ($ 215,000,000 held in the Trust Account divided by 21,500,000 public shares). The Company has 24 months from December 24, 2025 to complete its initial Business Combination (the “Completion Window”). If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable and up to $ 100,000 to pay dissolution expenses; and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining shareholders, as part of its plan of dissolution and liquidation. The initial shareholders each entered into agreements with the Company, pursuant to which they agreed: (1) to waive their redemption rights with respect to their Founder Shares, private placement units and any Class A ordinary shares issuable upon conversion thereof in connection with the consummation of the initial Business Combination or a tender offer conducted prior to a Business Combination or in connection with it; and (2) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement units if the Company fails to complete its initial Business Combination within 24 months from the closing of the initial public offering, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame. 6 The Business Combination Agreement; Certain Agreements Related to the Business Combination Business Combination Agreement On June 17, 2026, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”), by and among the Company, Merger Sub, and EigenQ, Inc., a Delaware corporation (“Target” or “EigenQ”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into EigenQ (the “Merger”), with EigenQ continuing as the surviving company (EigenQ, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Company”). After giving effect to the Merger, EigenQ will be a wholly-owned subsidiary of the Company (following the Closing, “PubCo”). The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.” The combined company’s business will continue to operate through EigenQ. The closing of the Merger (the “Closing”) will occur at a time and date to be specified in writing by the parties, but in no event later than the second (2nd) business day, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as the Company and EigenQ may agree. The date of such Closing is referred to as the “Closing Date.” At least one business day prior to the Closing Date, the Company will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (“Domesticated SVAQ”) in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”). Immediately prior to the Domestication, (1) to the extent any Units of the Company remain outstanding and unseparated, such Units will automatically separate, with the holder of each such Unit being deemed to hold one Class A ordinary share and one-half (1/2) of one Public Warrant, without any action required by the holder; (2) the Company will effect the redemption of the Public Shares that are validly submitted for redemption and not withdrawn. In connection with the Domestication and immediately prior to the Effective Time (as defined in the Business Combination Agreement), (1) the Company will change its name to “EigenQ Holdings, Inc.”; (2) each holder of issued and outstanding Class B Ordinary Shares will irrevocably and unconditionally elect to convert, on a one-for-one basis, each Class B Ordinary Share into one Class A Ordinary Share; (2) each outstanding Class A Ordinary Share (excluding Public Shares validly submitted for redemption, but including Class A Ordinary Shares converted from the Class B Ordinary Shares) will be reclassified as one share of PubCo Common Stock (as defined in the Business Combination Agreement). Following the Domestication, on the Closing Date, Merger Sub shall merge with and into EigenQ at the Effective Time, with EigenQ continuing as the Surviving Company. By virtue of the Merger, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $ 0.0001 per share, of the Surviving Company. 7 Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time: i. each share of common stock of EigenQ (the “Target Common Stock”) issued and outstanding (or deemed to be issued and outstanding under the terms of the Business Combination Agreement) immediately prior to the Effective Time, except for (a) shares held by EigenQ as treasury stock, if any (each an “Excluded Share”), and (b) shares held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law, will be cancelled and converted into the right to receive a number of shares of Domesticated Purchaser Common Stock equal to the Exchange Ratio (as defined below); ii. each Excluded Share shall be automatically cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor; iii. each stock appreciation right of EigenQ (the “SAR”) that is outstanding immediately prior to the Effective Time will be automatically substituted by Domesticated SVAQ for a stock appreciation right exercisable for a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock issuable upon the exercise of such Target stock appreciation rights multiplied by (y) the Exchange Ratio; iv. each warrant to purchase shares of EigenQ Common Stock (the “Target Warrant”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Domesticated SVAQ such that, as of the Effective Time, each Target Warrant shall instead be converted into a warrant to purchase a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock issuable upon exercise of such Target Warrant and (y) the Exchange Ratio, at an exercise price per share (rounded down to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Target Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. As provided in the Business Combination Agreement, the Exchange Ratio equals the quotient obtained by dividing $ 2,930,000,000 , by (a) $ 10.00 per share first, and (b) the number of Fully-Diluted Shares (as defined in the Business Combination Agreement). Sponsor Support Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, the Company, EigenQ and the Sponsor executed the Sponsor Support Agreement, dated June 17, 2026 (as amended, the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Proposed Business Combination; (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Founder Shares; (iii) be bound by certain other covenants and agreements related to the Proposed Business Combination; (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing; and (v) waive redemption rights with respect to the Founder Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In addition, immediately prior to the Closing, the Sponsor agreed to transfer, directly or constructively up to 2,165,950 Founder Shares (such transferred Founder Shares, the “Transaction Financing Support Shares”), to potential investors, if needed, to support transaction financing. However, in the case that any such Transaction Financing Support Shares were not so transferred to other parties, fifty percent ( 50 %) of such non-transferred Transaction Financing Support Shares shall be retained by the Sponsor and the remaining fifty percent ( 50 %) of such non-transferred Transaction Financing Support Shares shall be forfeited by the Sponsor and surrendered to the Company (such forfeited shares, the “Sponsor Forfeited Shares”), and the Sponsor shall not have any further rights with respect to such Sponsor Forfeited Shares. Company Stockholder Support Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, the Company, EigenQ and a certain stockholder of EigenQ, which has the right to the votes sufficient to approve the Proposed Business Combination at a special meeting of EigenQ’s stockholders (the “Supporting Company Stockholder”), executed the Company Stockholder Support Agreement, dated June 17, 2026 (the “Company Stockholder Support Agreement”), pursuant to which the Supporting Company Stockholder has agreed, among other things, at any special meeting, and in any action by written consent of EigenQ’s stockholders to vote all shares of Company Common Stock held by such Supporting Company Stockholder at such time in favor of the Business Combination Agreement and the Proposed Business Combination, and against any action, agreement or transaction or proposal that would result in a breach of the Business Combination Agreement. 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2026. The interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Going Concern The Company’s liquidity needs prior to the IPO had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 4). As of June 30, 2026, the Company had cash and cash equivalents of $ 1,180,511 and working capital surplus of $ 451,912 . In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at the option of the lender. The units would be identical to the private placement units. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements – Going Concern,” the Company does not currently have adequate liquidity to sustain operations, which consist solely of completing a Business Combination. While the Company expects to have sufficient access to additional sources of capital, if necessary, there is no current commitment on the part of any financing source to provide additional capital, and no assurances can be provided that such additional capital will ultimately be available. This condition raises substantial doubt about the Company’s ability to continue as a going concern for a period within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that the Company’s plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Completion Window. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As it is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Completion Window, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Completion Window. 9 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash and cash equivalents of $ 1,180,511 and $ 1,600,031 as of June 30, 2026 and December 31, 2025, respectively. Cash equivalents were held in money market funds. Investments Held in Trust Account As of June 30, 2026 and December 31, 2025, the investments held in the Trust Account, amounting to $ 218,979,433 and $ 200,119,181 , respectively, were held in money market funds. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. Actual results could differ from those estimates. 10 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the initial public offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate initial public offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating initial public offering proceeds first to assigned value of the Public Warrants and then to Public Shares. Offering costs allocated to Public Shares subject to possible redemption were charged to temporary equity and offering costs allocated to the Public Warrants and private placement units, were charged to shareholders’ deficit as Public Warrants and private placement units, after management’s evaluation are accounted for under equity treatment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands, and the Company believes it is presently not subject to income taxes or income tax filing requirements in the United States. As such, the Company’s tax provision was zero for the periods presented. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480 since the option was not fully exercised at the time of the initial public offering. Warrants The Company accounted for the Public Warrants and the Private Placement Warrants (collectively “Warrants”) issued in connection with the initial public offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Warrant instruments under equity treatment at their assigned values. As of June 30, 2026, there were 10,750,000 Public Warrants and 327,500 Private Placement Warrants outstanding. As of December 31, 2025, there were 10,000,000 Public Warrants and 312,500 Private Placement Warrants outstanding. 11 Class A Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete 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, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the initial public offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants ( 3,000,000 ) Proceeds allocated to over-allotment liability ( 212,700 ) Allocated issuance costs ( 12,287,118 ) Plus: Accretion of carrying value to redemption value 15,618,999 Class A ordinary shares subject to possible redemption, December 31, 2025 200,119,181 Less: Proceeds Allocated to Public Warrants ( 225,000 ) Allocated issuance costs ( 894,315 ) Plus: Proceeds from partial exercise of over-allotment option 15,000,000 Changes on over-allotment liability at partial exercise of overallotment option 93,650 Accretion of carrying value to redemption value 2,964,639 Class A ordinary shares subject to possible redemption, March 31, 2026 217,058,155 Plus: Accretion of carrying value to redemption value 1,921,278 Class A ordinary shares subject to possible redemption, June 30, 2026 $ 218,979,433 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Net income is shared pro rata between the two classes of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Net income per ordinary share is calculated by dividing the net income by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary share does not consider the effect of the Warrants issued in connection with the (i) initial public offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the ordinary shares as of June 30, 2026 and December 31, 2025, was less than the exercise price and therefore, the inclusion of such Warrant under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. 12 The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Three Months Ended June 30, 2026 For the Six Months Ended June 30,2026 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic net income per ordinary share Numerator: Allocation of net income $ 837,126 $ 304,517 $ 2,060,886 $ 749,737 Denominator: Basic weighted average shares outstanding 21,500,000 7,820,950 21,441,989 7,800,455 Basic net income per ordinary share $ 0.04 $ 0.04 $ 0.10 $ 0.10 For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Diluted net income per ordinary share Numerator: Allocation of net income $ 837,126 $ 304,517 $ 2,059,443 $ 751,180 Denominator: Diluted weighted average ordinary shares outstanding 21,500,000 7,820,950 21,441,989 7,820,950 Diluted net income per ordinary share $ 0.04 $ 0.04 $ 0.10 $ 0.10 Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to be vest. Share-based payments are valued by multiplying the marketable value per Founder Share (defined in Note 4) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Recent Accounting Pronouncements The Company does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. 13 3. INITIAL PUBLIC OFFERING Pursuant to the initial public offering on December 24, 2025, the Company sold 20,000,000 Units at a price of $ 10.00 per Unit for a total of $ 200,000,000 . Each Unit consists of one share of the Company’s Class A ordinary shares, $ 0.0001 par value and one-half of one Public Warrant to purchase one Class A ordinary share. The Public Warrants will only be exercisable for whole shares at $ 11.50 per share. On January 7, 2026, the Company consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $ 15,000,000 . Warrants — As of June 30, 2026, there were 10,750,000 Public Warrants and 327,500 Private Placement Warrants outstanding. As of December 31, 2025, there were 10,000,000 Public Warrants and 312,500 Private Placement Warrants outstanding. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, at any time commencing on the later of 12 months from the closing of the initial public offering and after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of an initial Business Combination, or earlier upon redemption. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board of Directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading-day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities. On the exercise of any warrant, the exercise price will be paid directly to the Company and not placed in the Trust Account. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the warrant shares and thereafter use its best efforts to cause the registration statement to become effective and to maintain the effectiveness of such registration statement until the expiration of the warrants. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the warrant shares and a current prospectus relating thereto. If a registration statement covering the issuance of the warrant shares is not effective within 90 days following the consummation of the initial Business Combination, warrant holders may nevertheless, until such time as there is such an effective registration statement and during any period when the Company shall have failed to maintain such an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act. In this circumstance, each holder would pay the exercise price by surrendering warrants exercisable for the number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such warrants and the difference between the exercise price of such warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the average reported last sale price of the Class A ordinary shares for the five trading days ending on the trading day prior to the date of exercise. Redemption of Warrants: The Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company will send the notice of redemption to the warrant holders. 14 The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the warrant shares underlying the warrants to be so redeemed is then effective and a current prospectus relating to those warrant shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the foregoing conditions are satisfied and the Company issues a notice of redemption, each warrant holder may exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 trigger price (as adjusted) as well as the $ 11.50 exercise price (as adjusted) after the redemption notice is issued. The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In making such determination, management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of warrant shares issuable upon exercise of outstanding warrants. In such event, the holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of warrant shares underlying the warrants to be so exercised, and the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. No fractional Class A ordinary share will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. 4. RELATED PARTY TRANSACTIONS Founder Shares On August 7, 2025, the Sponsor purchased 7,665,900 Class B ordinary shares (the “Founder Shares”) from the Company for an aggregate purchase price of $ 25,000 , or $ 0.003 per share, of which up to 999,900 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised within the 45-day period following the closing of the initial public offering. On January 7, 2026, the underwriters purchased an additional 1,500,000 Units pursuant to the partial exercise of the over-allotment option, resulting in 499,950 Founder Shares that were no longer subject to forfeiture. On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 Units expired, resulting in the forfeiture of 499,950 Founder Shares. As of June 30, 2026 and December 31, 2025, 7,165,950 and 7,665,900 Founder Shares were issued and outstanding, respectively. On December 1, 2025 and December 16, 2025, the Sponsor granted membership interests equivalent to an aggregate of 150,000 Founder Shares to the independent directors of the Company for aggregate consideration of $ 450 , or approximately $ 0.003 per share. The membership interests in Founder Shares granted to the independent directors are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value on the assignment date. The Founder Shares have an aggregate fair value of $ 346,500 , or $ 2.31 per share. The membership interests in Founder Shares are subject to forfeiture, as 50 % of the subscription units will be automatically forfeited upon termination of service following the closing of the initial public offering and prior to the completion of a Business Combination. The Company recognized stock-based compensation expense of $ 346,500 on December 16, 2025. The Company established the fair value of Founder Shares using Monte Carlo Simulation Model prepared by a third party valuation firm, which takes into consideration the following market assumptions; (i) implied share price of $ 9.85 , (ii) probability of De-SPAC and instrument-specific market adjustment of 27.0 %, and (iii) discount for lack of marketability of 13 %. Private Placement Units Simultaneously with the closing of the initial public offering on December 24, 2025, the Sponsor purchased an aggregate of 425,000 private placement units at a price of $ 10.00 per private placement unit in a private placement for an aggregate purchase price of $ 4,250,000 . Clear Street purchased an aggregate of 200,000 private placement units at a price of $ 10.00 per unit in a private placement for an aggregate purchase price of $ 2,000,000 . On January 7, 2026, the Company consummated the private placement of an additional 30,000 private placement units to the Sponsor at a price of $ 10.00 per unit, generating gross proceeds of $ 300,000 . A portion of the purchase price of the private placement units was added to the proceeds of initial public offering held in the Trust Account. If the initial Business Combination is not completed within 24 months from the closing of the initial public offering, the proceeds from the sale of the private placement units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law). 15 Promissory Note — Related Party On August 7, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the initial public offering. The loan was non-interest bearing, payable at the earlier of March 31, 2026 or the closing of the initial public offering. The Company had borrowed $ 161,544 under the promissory note, which was repaid as of December 31, 2025. Borrowings under the note are no longer available. Due to Sponsor As of June 30, 2026 and December 31, 2025, the balance of due to Sponsor was $ 29,195 and $ 30,925 , respectively, which consisted of the operating expenses paid by the Sponsor on behalf of the Company. Administrative Services Fee Commencing on December 22, 2025, the Sponsor charges the Company a total of $ 25,000 per month for office space and administrative and support services. The Company will cease the monthly fees through the earlier of completion of the Company’s initial Business Combination or liquidation. For the three and six months ended June 30, 2026, the Company incurred $ 75,000 and $ 150,000 , respectively, of administrative services fees which was included in accrued expenses in the accompanying condensed consolidated balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. A portion of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at the option of the lender. The units would be identical to the private placement units. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding. 5. COMMITMENTS AND CONTINGENCIES Registration Rights The Company’s initial shareholders, the representative and their permitted transferees can demand that the Company register the Founder Shares, the Private Placement Shares, the Private Placement Warrants and underlying securities and any securities issued upon conversion of Working Capital Loans, pursuant to an agreement signed on December 22, 2025. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of a majority of these securities or units issued in payment of working capital loans made the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain piggyback registration rights on registration statements filed after the Company’s consummation of a Business Combination. Notwithstanding anything to the contrary, the representative of the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of the initial public offering. In addition, the representative may participate in a piggyback registration only during the seven-year period beginning on the effective date of the initial public offering. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to 3,000,000 additional Units to cover any over-allotments, at the initial public offering price less the underwriting discounts. On January 7, 2026, the underwriters purchased an additional 1,500,000 Units pursuant to the partial exercise of the over-allotment option. On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 Units expired. The Company paid an underwriting discount of $ 0.20 per Unit sold in the initial public offering, or $ 4,300,000 in the aggregate ($ 4,000,000 from the base Units sold and $ 300,000 from the additional Units sold), which included a $ 500,000 cash reimbursement for offering expenses, upon the closing of the initial public offering. Additionally, the underwriters are entitled to $ 0.40 per Unit sold in the offering, or up to $ 8,600,000 in the aggregate ($ 8,000,000 from the base Units sold and $ 600,000 from the additional Units sold), which is payable to the underwriters based on the percentage of funds remaining in the Trust Account after redemptions of public shares, for deferred underwriting commissions (the “Deferred Discount”), and which was placed in a Trust Account located in the United States is to be and released to the underwriters only upon the completion of an initial Business. Combination Clear Street will be entitled to receive at least 75 % of the Deferred Discount. 16 6. SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue 1,000,000 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2026 and December 31, 2025, there were no preference shares issued and outstanding. Class A Ordinary Shares The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 655,000 and 625,000 Class A ordinary shares issued and outstanding, excluding 21,500,000 and 20,000,000 shares subject to possible redemption, respectively. Class B Ordinary Shares The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of June 30, 2026 and December 31, 2025, there were 7,165,950 and 7,665,900 Class B ordinary shares issued and outstanding. As of December 31, 2025, an aggregate of up to 999,900 Class B ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares would be equal to 25 % of the Company’s issued and outstanding ordinary shares after the initial public offering. On January 7, 2026, the underwriters purchased an additional 1,500,000 Units pursuant to the partial exercise of the over-allotment option, resulting in 499,950 Class B ordinary shares that were no longer subject to forfeiture. On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 Units expired, resulting in the forfeiture of 499,950 Class B ordinary shares. 7. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in hierarchy based on the lowest level input that is significant to the fair value measurement. The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed consolidated balance sheets. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the unaudited condensed consolidated statements of operations. The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term. 17 The key inputs into the Black-Scholes model were as follows at initial measurement and remeasurement of the over-allotment option: December 31, 2025 December 24, 2025 Volatility 2.5 % 3.2 % Expected term (years) 0.12 0.12 Expected volatility 3.8 % 3.7 % Exercise price $ 10 $ 10 Fair value of over-allotment unit $ 0.06 $ 0.07 The fair value of the Public Warrants is $ 3,000,000 as of December 24, 2025 and $ 225,000 as of January 7, 2026 for a total fair value of $ 3,225,000 , or $ 0.30 per public warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the public warrants: Volatility 2.5 % Risk free rate (Continuous) 3.90 % Stock price $ 9.85 Expected term to De-SPAC (Years) 2.0 Probability of De-SPAC and market adjustment 27.0 % As of June 30, 2026 and December 31, 2025, investments held in the Trust Account were $ 218,979,433 and $ 200,119,181 , respectively, which comprised of money market funds. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, 2026 December 31, 2025 Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 218,979,433 $ 200,119,181 Liability Over-allotment liability 3 $ — $ 188,800 The following table presents the changes in the fair value of over-allotment option liabilities classified as Level 3 in the fair value hierarchy as of June 30, 2026 and December 31, 2025: Over-allotment option Fair value as of December 24, 2025 (Inception) $ 212,700 Change in fair value of over-allotment liability ( 23,900 ) Fair value as of December 31, 2025 188,800 Change in fair value of over-allotment liability ( 1,500 ) Exercise of over-allotment option ( 93,650 ) Expiration of over-allotment option ( 93,650 ) Fair value as of June 30, 2026 $ — 8. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. 18 The CODM assesses performance for the single segment and decides how to allocate resources based on the measure of segment of profit and loss that is presented as net income or loss on the condensed consolidated statements of operations. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: June 30, December 31, 2026 2025 Cash and cash equivalents $ 1,180,511 $ 1,600,031 Investments held in Trust Account $ 218,979,433 $ 200,119,181 The CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. For the Three Months Ended June 30, 2026 For the Six Months Ended June 30, 2026 General and administrative costs $ 779,635 $ 1,144,779 Interest earned on investments held in Trust Account $ 1,921,278 $ 3,860,252 General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement. 9. SUBSEQUENT EVENTS The Company evaluated subsequent events that occurred as of August 14, 2026, the date the unaudited condensed consolidated financial statements were issued. Based on this review, the Company did not identify any subsequent events that required adjustment to or disclosure in the unaudited condensed consolidated financial statements, other than as described below. Amendment to the Business Combination Agreement On August 6, 2026, the Company, Merger Sub, and EigenQ entered into a first amendment to the Business Combination Agreement (the “BCA Amendment”), which amended the Business Combination Agreement to, among other things, (i) confirm that, in addition to incentivizing Transaction Financing (as defined in the Business Combination Agreement), the Transaction Support Shares (as defined below) agreed to be set aside by the Sponsor may be transferred for any purpose related to the Proposed Business Combination as agreed by the parties; (ii) clarify that the Company will redeem its Class A ordinary shares tendered for redemption by public shareholders in connection with the Proposed Business Combination immediately before the Domestication, (iii) expand the size of the board of directors of PubCo from 7 members to 9 members; and (iv) clarify that the equity incentive plan to be adopted by the PubCo will have an initial share reserve equal to approximately ten percent ( 10 %) of the issued and outstanding shares of PubCo Common Stock on a fully-diluted basis immediately after the Closing. Amendment to the Sponsor Support Agreement On August 6, 2026, the Company, EigenQ and the Sponsor entered into a first amendment to the Sponsor Support Agreement (the “Support Agreement Amendment”) to clarify that, in addition to incentivizing Transaction Financing, the Transaction Financing Support Shares (as redefined in the Sponsor Support Agreement, the “Transaction Support Shares”), may be transferred or forfeited for any purpose related to the Proposed Business Combination as agreed by the parties. 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations References in this report (the “Quarterly Report”) to “we,” “us,” “SVAQ” or the “Company” refer to Silicon Valley Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Silicon Valley Acquisition Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026. The Company’s securities filings can be accessed on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview We are a blank check company incorporated in the Cayman Islands on July 21, 2025, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash derived from the proceeds of the initial public offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful. On June 15, 2026, SVAQ Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), was formed. Merger Sub had not commenced any operations as of June 30, 2026. The Business Combination Agreement; Certain Agreements Related to the Business Combination Business Combination Agreement On June 17, 2026, the Company entered into a Business Combination Agreement (as amended, the “Business Combination Agreement”), by and among the Company, Merger Sub, and EigenQ, Inc., a Delaware corporation (“Target” or “EigenQ”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into EigenQ (the “Merger”), with EigenQ continuing as the surviving company (EigenQ, in its capacity as the surviving corporation of the Merger, is sometimes referred to as the “Surviving Company”). After giving effect to the Merger, EigenQ will be a wholly-owned subsidiary of the Company (following the Closing, “PubCo”). The transactions contemplated by the Business Combination Agreement are referred to as the “Proposed Business Combination.” The combined company’s business will continue to operate through EigenQ. The closing of the Merger (the “Closing”) will occur at a time and date to be specified in writing by the parties, but in no event later than the second (2nd) business day, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as the Company and EigenQ may agree. The date of such Closing is referred to as the “Closing Date.” 20 At least one business day prior to the Closing Date, the Company will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (“Domesticated SVAQ”) in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”). Immediately prior to the Domestication, (1) to the extent any Units of the Company remain outstanding and unseparated, such Units will automatically separate, with the holder of each such Unit being deemed to hold one Class A ordinary share and one-half (1/2) of one Public Warrant, without any action required by the holder; (2) the Company will effect the redemption of the Public Shares that are validly submitted for redemption and not withdrawn. In connection with the Domestication and immediately prior to the Effective Time (as defined in the Business Combination Agreement), (1) the Company will change its name to “EigenQ Holdings, Inc.”; (2) each holder of issued and outstanding Class B Ordinary Shares will irrevocably and unconditionally elect to convert, on a one-for-one basis, each Class B Ordinary Share into one Class A Ordinary Share; (2) each outstanding Class A Ordinary Share (excluding Public Shares validly submitted for redemption, but including Class A Ordinary Shares converted from the Class B Ordinary Shares) will be reclassified as one share of PubCo Common Stock (as defined in the Business Combination Agreement). Following the Domestication, on the Closing Date, Merger Sub shall merge with and into EigenQ at the Effective Time, with EigenQ continuing as the Surviving Company. By virtue of the Merger, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into one (1) share of common stock, par value $0.0001 per share, of the Surviving Company. Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time: i. each share of common stock of EigenQ (the “Target Common Stock”) issued and outstanding (or deemed to be issued and outstanding under the terms of the Business Combination Agreement) immediately prior to the Effective Time, except for (a) shares held by EigenQ as treasury stock, if any (each an “Excluded Share”), and (b) shares held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law, will be cancelled and converted into the right to receive a number of shares of Domesticated Purchaser Common Stock equal to the Exchange Ratio (as defined below); ii. each Excluded Share shall be automatically cancelled and retired without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor; iii. each stock appreciation right of EigenQ (the “SAR”) that is outstanding immediately prior to the Effective Time will be automatically substituted by Domesticated SVAQ for a stock appreciation right exercisable for a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock issuable upon the exercise of such Target stock appreciation rights multiplied by (y) the Exchange Ratio; iv. each warrant to purchase shares of EigenQ Common Stock (the “Target Warrant”) that is outstanding immediately prior to the Effective Time will be automatically assumed by the Domesticated SVAQ such that, as of the Effective Time, each Target Warrant shall instead be converted into a warrant to purchase a number of shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Target Common Stock issuable upon exercise of such Target Warrant and (y) the Exchange Ratio, at an exercise price per share (rounded down to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Target Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. 21 As provided in the Business Combination Agreement, the Exchange Ratio equals the quotient obtained by dividing $2,930,000,000, by (a) $10.00 per share first, and (b) the number of Fully-Diluted Shares (as defined in the Business Combination Agreement). Amendment to the Business Combination Agreement On August 6, 2026, the Company, Merger Sub, and EigenQ entered into a first amendment to the Business Combination Agreement (the “BCA Amendment”), which amended the Business Combination Agreement to, among other things, (i) confirm that, in addition to incentivizing Transaction Financing (as defined in the Business Combination Agreement), the Transaction Support Shares (as defined below) agreed to be set aside by the Sponsor may be transferred for any purpose related to the Proposed Business Combination as agreed by the parties; (ii) clarify that the Company will redeem its Class A ordinary shares tendered for redemption by public shareholders in connection with the Proposed Business Combination immediately before the Domestication, (iii) expand the size of the board of directors of PubCo from 7 members to 9 members; and (iv) clarify that the equity incentive plan to be adopted by the PubCo will have an initial share reserve equal to approximately ten percent (10%) of the issued and outstanding shares of PubCo Common Stock on a fully-diluted basis immediately after the Closing. Sponsor Support Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, the Company, EigenQ and the Sponsor executed the Sponsor Support Agreement, dated June 17, 2026 (as amended, the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Proposed Business Combination; (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Founder Shares; (iii) be bound by certain other covenants and agreements related to the Proposed Business Combination; (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing; and (v) waive redemption rights with respect to the Founder Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. In addition, immediately prior to the Closing, the Sponsor agreed to transfer, directly or constructively up to 2,165,950 Founder Shares (such transferred Founder Shares, the “Transaction Financing Support Shares”), to potential investors, if needed, to support transaction financing. However, in the case that any such Transaction Financing Support Shares were not so transferred to other parties, fifty percent (50%) of such non-transferred Transaction Financing Support Shares shall be retained by the Sponsor and the remaining fifty percent (50%) of such non-transferred Transaction Financing Support Shares shall be forfeited by the Sponsor and surrendered to the Company (such forfeited shares, the “Sponsor Forfeited Shares”), and the Sponsor shall not have any further rights with respect to such Sponsor Forfeited Shares. Amendment to the Sponsor Support Agreement On August 6, 2026, the Company, EigenQ and the Sponsor entered into a first amendment to the Sponsor Support Agreement (the “Support Agreement Amendment”) to clarify that, in addition to incentivizing Transaction Financing, the Transaction Financing Support Shares (as redefined in the Sponsor Support Agreement, the “Transaction Support Shares”), may be transferred or forfeited for any purpose related to the Proposed Business Combination as agreed by the parties. Company Stockholder Support Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, the Company, EigenQ and a certain stockholder of EigenQ, which has the right to the votes sufficient to approve the Proposed Business Combination at a special meeting of EigenQ’s stockholders (the “Supporting Company Stockholder”), executed the Company Stockholder Support Agreement, dated June 17, 2026 (the “Company Stockholder Support Agreement”), pursuant to which the Supporting Company Stockholder has agreed, among other things, at any special meeting, and in any action by written consent of EigenQ’s stockholders to vote all shares of Company Common Stock held by such Supporting Company Stockholder at such time in favor of the Business Combination Agreement and the Proposed Business Combination, and against any action, agreement or transaction or proposal that would result in a breach of the Business Combination Agreement. 22 Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 21, 2025 (inception) through June 30, 2026 were organizational activities, and those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. Subsequent to the initial public offering, we generate non-operating income in the form of interest income on cash held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the three months ended June 30, 2026, we had a net income of $1,141,643, which consist of interest earned on investments held in Trust Account of $1,921,278, partially offset by general and administrative costs of $779,635. For the six months ended June 30, 2026, we had a net income of $2,810,623, which consist of interest earned on investments held in Trust Account of $3,860,252 and unrealized gain from fair value changes of overallotment liability of $95,150, partially offset by general and administrative costs of $1,144,779. Liquidity and Capital Resources; Going Concern On December 24, 2025, we consummated the initial public offering of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of an aggregate of 625,000 private placement units to the Sponsor and Clear Street LLC (“Clear Street”), as representative of the underwriters in the initial public offering, at a price of $10.00 per private placement unit, generating gross proceeds of $6,250,000. On January 7, 2026, we consummated the closing of an additional 1,500,000 Units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the over-allotment option on January 7, 2026, we also consummated the sale of an additional 30,000 private placement units to Clear Street at a price of $10.00 per private placement unit, generating gross proceeds of $300,000. Following the initial public offering, the private placement and the partial exercise of the over-allotment option, a total of $215,000,000 was placed in the trust account. We incurred total transaction costs amounting to $13,402,955, consisting of $4,300,000 of cash underwriting fees, $8,600,000 of deferred underwriting fees, and $502,955 of other offering costs. For the six months ended June 30, 2026, net cash used in operating activities was $381,095. Net income of $2,810,623 was affected by interest earned on investments held in Trust Account of $3,860,252, change in fair value of overallotment liability of $95,150. Changes in operating assets and liabilities provided $763,684 cash for operating activities. As of June 30, 2026, we had investment held in the trust account of $218,979,433 consisting of money market funds. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of any permitted withdrawals and excluding deferred underwriting commissions), to complete our business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of June 30, 2026, we had cash and cash equivalents of $1,180,511. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we will repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. A portion of such Working Capital Loans may be convertible into private placement units of the post business combination entity at the option of the lender. The units would be identical to the private placement units. 23 In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements – Going Concern,” the management believes that we currently do not have adequate liquidity to sustain operations, which consist solely of completing a business combination. While we expect to have sufficient access to additional sources of capital, if necessary, there is no current commitment on the part of any financing source to provide additional capital, and no assurances can be provided that such additional capital will ultimately be available. This condition raises substantial doubt about our ability to continue as a going concern for a period within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that our plans to raise additional capital (to the extent ultimately necessary) or to consummate a business combination will be successful or successful by December 24, 2027 (the “Completion Window”). The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As it is customary for a special purpose acquisition company, if we are not able to consummate a business combination during the Completion Window, we will cease all operations and redeem the public shares. Management plans to continue its efforts to consummate a business combination during the Completion Window. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor an aggregate of $25,000 per month for office space, administrative and shared personnel support services. We granted the underwriters a 45-day option to purchase up to 3,000,000 additional units to cover any over-allotments, at the initial public offering price less the underwriting discounts. On January 7, 2026, the underwriters purchased an additional 1,500,000 units pursuant to the partial exercise of the over-allotment option. On February 7, 2026, the over-allotment option to purchase the remaining 1,500,000 units expired. The underwriters were paid in cash an underwriting discount of $0.20 per unit sold in the initial public offering and the partial exercise by the underwriters of their over-allotment option, or $4,300,000 in the aggregate ($4,000,000 from the base units sold and $300,000 from the additional units sold), which included a $500,000 cash reimbursement for offering expenses, upon the closing of the initial public offering. In addition, the underwriters are entitled to $0.40 per unit sold in the initial public offering and the partial exercise by the underwriters of their over-allotment option, or up to $8,600,000 in the aggregate ($8,000,000 from the base units sold and $600,000 from the additional units sold), Which is payable to the underwriters based on the percentage of funds remaining in the trust account after redemptions of public shares, for deferred underwriting commissions (the “Deferred Discount”), and which was placed in a trust account located in the United States and is to be released to the underwriters only upon the completion of an initial business combination. Clear Street will be entitled to receive at least 75% of the Deferred Discount. Critical Accounting Estimates The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2026, we identified the following critical accounting estimates. 24 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in hierarchy based on the lowest level input that is significant to the fair value measurement. The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed consolidated balance sheets. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within changes in fair value of over-allotment option liability in the unaudited condensed consolidated statements of operations. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 25 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC and below. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC and below. There is substantial doubt about our ability to continue as a going concern. In connection with our assessment of going concern considerations in accordance with applicable accounting standards, our management believes that we currently do not have adequate liquidity to sustain operations, which consist solely of completing a business combination. While we expect to have sufficient access to additional sources of capital, if necessary, there is no current commitment on the part of any financing source to provide additional capital, and no assurances can be provided that such additional capital will ultimately be available on terms acceptable to us or at all. This condition raises substantial doubt about our ability to continue as a going concern for a period within one year after the date that the unaudited condensed financial statements are issued. There is no assurance that our plans to raise additional capital, if necessary, or to consummate a business combination will be successful by December 24, 2027. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are not able to consummate a business combination by December 24, 2027, we will cease all operations and redeem our public shares. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On December 24, 2025, we consummated the initial public offering of 20,000,000 units at $10.00 per unit, generating gross proceeds of $200,000,000. The securities sold in the initial public offering were registered under the Securities Act on registration statement on Form S-1 (File No. 333-290366). The SEC declared the registration statement effective on December 22, 2025. Simultaneously with the closing of the initial public offering, we consummated the sale of an aggregate of 625,000 private placement units to the Sponsor and Clear Street, as representative of the underwriters in the initial public offering, at a price of $10.00 per private placement unit, generating gross proceeds of $6,250,000. Of the 625,000 private placement units, the Sponsor purchased 425,000 private placement units and Clear Street purchased 200,000 private placement units. Each whole private placement warrant included in a private placement unit entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share. Of the gross proceeds received from the initial public offering and the proceeds of the sale of the private placement units, an aggregate of $200,000,000 was placed in the trust account. On January 7, 2026, we consummated the sale of an additional 1,500,000 units sold pursuant to the underwriters’ over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the consummation of the over-allotment option on January 7, 2026, we also consummated the sale of an additional 30,000 private placement units to Clear Street at a price of $10.00 per private placement unit, generating gross proceeds of $300,000. On January 7, 2026, an amount of $15,000,000 ($10.00 per unit) from the net proceeds of the sale of the additional units, and a portion of the net proceeds from the sale of the additional private placement units, was held in a trust account. We paid total transaction costs of $13,402,955, consisting of $4,300,000 of cash underwriting fees, $8,600,000 of deferred underwriting fees, and $502,955 of other offering costs. For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Quarterly Report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information None . 26 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report. No. Description of Exhibit 2.1(1) Business Combination Agreement, dated June 17, 2026, by and among the Company, SVAQ Merger Sub Inc. and EigenQ Inc. † 2.2(2) First Amendment to the Business Combination Agreement, dated August 6, 2026, by and among the Company, SVAQ Merger Sub Inc. and EigenQ Inc. 10.1(1) Sponsor Support Agreement, dated June 17, 2026, by and among the Company, EigenQ Inc., and Silicon Valley Acquisition Sponsor LLC. 10.2(2) First Amendment to the Sponsor Support Agreement, dated August 6, 2026, by and among the Company, EigenQ Inc., and Silicon Valley Acquisition Sponsor LLC. 10.3(1) Company Stockholder Support Agreement, dated June 17, 2026, by and among the Company, EigenQ Inc., and certain stockholder of EigenQ Inc. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Exchange Act nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing. † The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. (1) Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-43030), filed with the SEC on June 23, 2026. (2) Incorporated by reference to an exhibit to the Company’s Current Report on Form 8-K (File No. 001-43030), filed with the SEC on August 7, 2026. 27 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SILICON VALLEY ACQUISITION CORP. Date: August 14, 2026 By: /s/ Dan Nash Name: Dan Nash Title: Chief Executive Officer and Director (Principal Executive Officer) Date: August 14, 2026 By: /s/ Martin Zinny Name: Martin Zinny Title: Chief Financial Officer (Principal Financial and Accounting Officer) 28