UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
As previously reported, on December 24, 2025, Silicon Valley Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 20,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-290366). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000. The Company granted the underwriters (the “Underwriters”) a 45-day option to purchase up to 3,000,000 Units to cover over-allotments, if any. On January 5, 2026, the Underwriters partially exercised the over-allotment option and, on January 7, 2026, purchased an additional 1,500,000 Units from the Company (the “Over-Allotment Units”), generating additional gross proceeds of $15,000,000.
As previously reported, substantially concurrently with the closing of the IPO, the Company completed the private sale of an aggregate of 625,000 private placement units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, to Silicon Valley Acquisition Sponsor LLC (the “Sponsor”) and Clear Street LLC, representative of the underwriters in the IPO (“Clear Street”), generating gross proceeds to the Company of $6,250,000. In connection with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 30,000 Private Placement Units (the “Additional Private Placement Units”) to Clear Street at a price of $10.00 per Additional Private Placement Unit, generating an additional $300,000 of gross proceeds.
In connection with the closing and sale of the Over-Allotment Units and the Additional Private Placement Units (together, the “Over-Allotment Closing”), a total of $15,000,000 in proceeds from the Over-Allotment Closing was placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders, maintained by Equiniti Trust Company, LLC acting as trustee.
In addition, in connection with the Over-Allotment Closing, the Company entered into the following amendments: Amendment No. 1 to the Underwriting Agreement, dated as of January 7, 2026, between the Company and Clear Street; Amendment to Private Placement Units Purchase Agreement, dated as of January 7, 2026, between the Company and Clear Street; and Amendment to Private Placement Units Purchase Agreement, dated as of January 7, 2026, between the Company and the Sponsor, copies of which are attached hereto as Exhibits 1.1., 10.1 and 10.2, respectively, and incorporated herein by reference.
On January 8, 2026, the Company issued a press release announcing the Over-Allotment Closing. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Amendment No. 1 to the Underwriting Agreement, dated as of January 7, 2026, between the Company and Clear Street LLC. | |
| 10.1 | Amendment to Private Placement Units Purchase Agreement, dated as of January 7, 2026, between the Company and Clear Street LLC. | |
| 10.2 | Amendment to Private Placement Units Purchase Agreement, dated as of January 7, 2026, between the Company and Silicon Valley Acquisition Sponsor LLC. | |
| 99.1 | Press Release dated January 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SILICON VALLEY ACQUISITION CORP. | |||
| By: | /s/ Dan Nash | ||
| Name: | Dan Nash | ||
| Title: | Chief Executive Officer | ||
Date: January 8, 2026
2
Exhibit 1.1
AMENDMENT NO. 1 TO
UNDERWRITING AGREEMENT
This Amendment No. 1 to Underwriting Agreement (the “Amendment”) is entered into effective as of January 7, 2026 by and between Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clear Street LLC (the “Representative”) (each a “Party” and together the “Parties”). All defined terms not otherwise defined herein shall be as defined in the Underwriting Agreement (as defined below).
WHEREAS, the Company and Representative entered into an Underwriting Agreement as of December 22, 2025 (the “Underwriting Agreement”);
WHEREAS, on January 5, 2026, the Representative provided written notice to the Company that the Representative was partially exercising the Over-Allotment Option, with the Option Closing Date to be held on January 7, 2026; and
WHEREAS, the Parties desire to amend the Underwriting Agreement, as permitted by Section 10.3 of the Underwriting Agreement, on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the promises and conditions of this Amendment, the Parties hereby agree as follows:
1. Private Placement. Section 1.4.3 of the Underwriting Agreement is hereby amended and restated as follows:
“1.4.3. Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company, pursuant to the Purchase Agreements (as defined in Section 2.21.3 hereof), an aggregate of 625,000 units (consisting of 425,000 units purchased by the Sponsor and 200,000 units purchased by the Underwriters) (collectively, the “Base Placement Units”), which units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per unit, in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date, the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3), up to an additional 60,000 units (collectively, the “Option Placement Units” and, together with the Base Placement Units, the “Placement Units”). The total number of Option Placement Units to be purchased by the Underwriters shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative to hold in a separate account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date. The private placement of the Placement Units to the Sponsor and the Underwriters is referred to herein as the “Unit Private Placement.” Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. None of the Placement Units (or underlying securities) may be sold, assigned or transferred by the Sponsor, the Underwriters or their permitted transferees until thirty (30) days after consummation of a Business Combination. The Underwriters acknowledge and agree that the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up, in addition to the restrictions on transfer set forth in the immediately preceding sentence, for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering as defined in FINRA Rule 5110(j)(15) (a “Participating Member”) and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”
2. Ratification. Except as expressly amended hereby all of the terms, provisions and conditions of the Underwriting Agreement are hereby ratified and confirmed in all respects by each Party hereto and, except as expressly amended hereby, are, and hereafter shall continue, in full force and effect.
3. Entire Agreement. This Amendment and the Underwriting Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect thereto.
4. Amendments. No amendment, supplement, modification or waiver of this Amendment shall be binding unless executed in writing by all Parties hereto.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Each Party hereto shall be entitled to rely on a “PDF” signature of any other Party hereunder as if it were an original.
6. Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.
7. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the date first above written.
| SILICON VALLEY ACQUISITION CORP. | ||
| By: | /s/ Dan Nash | |
| Name: | Dan Nash | |
| Title: | Chief Executive Officer | |
Accepted on the date first above written.
CLEAR STREET LLC,
as Representative of the several Underwriters
| By: | /s/ Ryan Gerety | |
| Name: | Ryan Gerety | |
| Title: | Managing Director, Investment Banking |
Exhibit 10.1
AMENDMENT TO PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
This Amendment to Private Placement Units Purchase Agreement (the “Amendment”) is entered into as of January 7, 2026 by and between Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Clear Street LLC (the “Purchaser”) (each a “Party” and together the “Parties”). All defined terms not otherwise defined herein shall be as defined in the Private Placement Agreement (as defined below).
WHEREAS, the Company and Purchaser entered into a Private Placement Units Purchase Agreement, dated as of December 22, 2025 (the “Private Placement Agreement”);
WHEREAS, on January 5, 2026, the underwriters provided written notice to the Company that the underwriters were partially exercising their over-allotment option; and
WHEREAS, the Parties desire to amend the Private Placement Agreement, as permitted by Section 11.3 of the Private Placement Agreement, on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the promises and conditions of this Amendment, the Parties hereby agree as follows:
1. Private Placement. Section 1.1 of the Private Placement Agreement is hereby amended and restated as follows:
“1.1. Purchase and Issuance of the Initial Units. For the aggregate sum of $200,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 200,000 Initial Units at $10.00 per Initial Unit.
In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 60,000 Additional Units at $10.00 per Additional Unit for an aggregate sum of up to $600,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) in the IPO is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of the Over-Allotment Option.”
2. Miscellaneous Provisions.
(a) Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
(b) This Amendment is intended to be in full compliance with the requirements for an Amendment to the Private Placement Agreement as required by Section 11.3 of the Private Placement Agreement, and every defect in fulfilling such requirements for an effective amendment to the Private Placement Agreement is hereby ratified, intentionally waived and relinquished by all Parties hereto.
(c) Governing Law; Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Amendment and the Private Placement Agreement and the transactions contemplated hereby and by the Private Placement Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| Silicon Valley Acquisition Corp. | ||
| By: | /s/ Dan Nash | |
| Name: | Dan Nash | |
| Title: | Chief Executive Officer | |
| Accepted and agreed this | ||
| 7th day of January, 2026 | ||
| Clear Street LLC | ||
| By: | /s/ Ryan Gerety | |
| Name: | Ryan Gerety | |
| Title: | Managing Director | |
[Signature Page to Private Placement Unit Purchase Agreement (Clear Street LLC)]
Exhibit 10.2
AMENDMENT TO PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
This Amendment to Private Placement Units Purchase Agreement (the “Amendment”) is entered into as of January 7, 2026 by and between Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Silicon Valley Acquisition Sponsor LLC (the “Purchaser”) (each a “Party” and together the “Parties”). All defined terms not otherwise defined herein shall be as defined in the Private Placement Agreement (as defined below).
WHEREAS, the Company and Purchaser entered into a Private Placement Units Purchase Agreement, dated as of December 22, 2025 (the “Private Placement Agreement”);
WHEREAS, on January 5, 2026, the underwriters provided written notice to the Company that the underwriters were partially exercising their over-allotment option; and
WHEREAS, the Parties desire to amend the Private Placement Agreement, as permitted by Section 11.3 of the Private Placement Agreement, on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the promises and conditions of this Amendment, the Parties hereby agree as follows:
1. Recitals. The first recital of the Private Placement Agreement is hereby amended and restated as follows:
“WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 425,000 Units (the “Units”) of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-half of one redeemable warrant (the “Warrants”) to purchase one Class A ordinary share (the “Warrant Shares”) to be governed by the Warrant Agreement (as defined herein), for a purchase price of $4,250,000, or $10.00 per Unit.”
2. Private Placement. Section 1.1 of the Private Placement Agreement is hereby amended and restated as follows:
“1.1 Purchase and Issuance of the Units. For the aggregate sum of $4,250,000 (the “Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 425,000 Units at $10.00 per Unit.”
3. Miscellaneous Provisions.
(a) Counterparts; Electronic Signatures. This Amendment may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like import in this Amendment or in any other certificate, agreement or document related to this Amendment shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
(b) This Amendment is intended to be in full compliance with the requirements for an Amendment to the Private Placement Agreement as required by Section 11.3 of the Private Placement Agreement, and every defect in fulfilling such requirements for an effective amendment to the Private Placement Agreement is hereby ratified, intentionally waived and relinquished by all Parties hereto.
(c) Governing Law; Jurisdiction; Waiver of Jury Trial. This Amendment shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Amendment and the Private Placement Agreement and the transactions contemplated hereby and by the Private Placement Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| Silicon Valley Acquisition Corp. | ||
| By: | /s/ Dan Nash | |
| Name: | Dan Nash | |
| Title: | Chief Executive Officer | |
| Accepted and agreed this | ||
| 7th day of January, 2026 | ||
| Silicon Valley Acquisition Sponsor LLC | ||
| By: | /s/ Dan Nash | |
| Name: | Dan Nash | |
| Title: | Managing Member | |
| Address: |
228 Hamilton Avenue, 3rd Floor Palo Alto, California 94301 |
|
[Signature Page to Private Placement Unit Purchase Agreement (Sponsor)]
Exhibit 99.1

Silicon Valley Acquisition Corp. Announces Closing of Over-Allotment Option in Connection with Its Initial Public Offering
PALO ALTO, Calif., Jan. 08, 2026 (GLOBE NEWSWIRE) -- Silicon Valley Acquisition Corp. (the “Company”) (Nasdaq: SVAQU) today announced that, on January 7, 2026, it consummated the sale of 1,500,000 units subject to the over-allotment option granted to the underwriters in connection with its previously announced initial public offering. The additional units were sold at $10.00 per unit, generating additional gross proceeds to the Company of $15,000,000. After giving effect to the exercise of the option, an aggregate of 21,500,000 units have been issued in the initial public offering at an aggregate offering price of $215,000,000.
Each unit consists of one Class A ordinary share of the Company and one-half of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “SVAQ” and “SVAQW,” respectively.
The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but intends to focus on target businesses in the fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology, consumer, healthcare and mining industries.
Clear Street LLC acted as sole book-running manager. The public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Clear Street LLC, Attn: Syndicate Department, 150 Greenwich Street, 45th floor, New York, NY 10007, by email at [email protected].
A registration statement relating to the securities was declared effective on December 22, 2025. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds from the offering. No assurance can be given that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Crocker Coulson, AUM Advisors
+1 (646) 652-7185