The public filing marks another step toward the completion of the previously announced business combination.
Austin, Texas, and Palo Alto, California, September 28, 2023 /PRNewswire/ — EigenQ, Inc. (“EigenQ” or the “Company”) and Silo Valley Acquisition Corp. (Nasdaq ticker: SVAQ, referred to as “SVAQ”) today announced that they have publicly filed with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) regarding the previously announced proposed business combination.
This registration statement contains the preliminary proxy statement/prospectus related to the proposed business combination. The registration statement has not yet been declared effective by the SEC, and the information contained herein is subject to change.
This public filing is another step toward completing the proposed business combination. Earlier this month, EigenQ announced it had secured approximately $45 million in convertible financing, with about half of the funds already received, to support the commercialization of its quantum-safe security portfolio and continue developing quantum products spanning security, communications, networking, and sensing.
Pursuant to the terms of the amended business combination agreement, SVAQ expects to complete its reincorporation as a Delaware corporation and rename itself EigenQ Holdings, Inc. (“PubCo”) following the business combination. EigenQ will survive the merger as a wholly-owned subsidiary of PubCo.
SVAQ has applied to list the PubCo common stock and PubCo public warrants on the Nasdaq Global Market under the proposed ticker symbols “EIGQ” and “EIGQW,” respectively, with listing to become effective upon completion of the business combination. Approval for the PubCo public warrants to be listed on Nasdaq is not a condition to closing the transaction, and there is no assurance that such warrants will be listed on Nasdaq or any other national securities exchange following the completion of the transaction. Completion of the business combination remains subject to the SEC declaring the registration statement effective, required shareholder approvals, satisfaction of applicable listing requirements, and other customary closing conditions. The business combination is currently expected to be completed in the fourth quarter of 2026.
Dr. José R. Rosas-Bustos, CEO of EigenQ, said: "The public filing of the registration statement marks another important milestone in our proposed business combination with SVAQ. As the transaction progresses, our focus remains on rigorously executing and advancing our technical and commercialization strategies with channel partners, OEMs, and customers to build sustainable long-term value."
Dr. Jesse Van Griensven Thé, Chairman of EigenQ, added, “Our mission is to build trusted infrastructure that enables governments, enterprises, and critical industries to operate securely in the quantum era. We believe the proposed business combination will provide EigenQ with a larger platform to accelerate innovation, deepen strategic partnerships, and advance the commercialization of our foundational quantum technologies. As we move forward, we remain committed to building a more trustworthy, resilient, and quantum-ready digital future.”
The registration statement, including the preliminary proxy statement/prospectus and additional information regarding the proposed business combination, can be obtained at the SEC’s website, www.sec.gov. Investors and security holders are urged to carefully and completely read the registration statement and the documents incorporated by reference therein, as they contain important information about the proposed business combination.
About EigenQ
EigenQ is a quantum technology company developing hardware-based quantum-safe trust infrastructure for the quantum era. Headquartered in Texas, USA, the company’s initial business focus is on practical cybersecurity technologies designed to strengthen existing digital infrastructure through post-quantum cryptography, quantum-derived entropy, hardware root of trust, secure identity, and cryptographic agility.
As the company advances the initial commercial sales and deployment of its cybersecurity technology, EigenQ is collaborating with original equipment manufacturers (OEMs), technology partners, and potential customers on product development, integration, validation, and customer evaluations. Over time, the company plans to expand its technology platform and capabilities into other areas of the quantum technology landscape, including quantum artificial intelligence, quantum communication and networking, quantum sensing, and quantum computing.
For more information about EigenQ, visit www.EigenQ.com.
Regarding the Sil token offering by Valley Acquisition Corp.
Sil token issuance. N Valley Acquisition Corp. (Nasdaq ticker: SVAQ) is a publicly traded special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.
Advisor
EigenQ’s U.S. legal counsel is Ellenoff Grossman & Schole LLP. SVAQ’s U.S. legal counsel is Greenberg Traurig, LLP. Cohen & Company Capital Markets (a division of Cohen & Company Securities, LLC) serves as EigenQ’s exclusive financial advisor, lead capital markets advisor, and lead placement agent, and Secure Strategy Group, LLC also serves as a placement agent for EigenQ. The Blueshirt Group provides investor relations advisory services to EigenQ, and AUM Media provides investor relations advisory services to SVAQ.
Important Information Regarding the Proposed Business Combination and How to Obtain It
This communication concerns a proposed business combination transaction between Sil token issuer Valley Acquisition Corp. (“SVAQ”) and EigenQ Inc. (“EigenQ”) (the “Business Combination”). The proposed Business Combination will be submitted to SVAQ shareholders for approval. SVAQ has filed a Form S-4 registration statement with the U.S. Securities and Exchange Commission (“SEC”) (as may be amended or supplemented, the “Registration Statement”), which includes a preliminary proxy statement/prospectus relating to the proposed Business Combination and other matters described in the Registration Statement, as well as a prospectus relating to the securities to be issued following the completion of the proposed Business Combination. After the Registration Statement is declared effective by the SEC, SVAQ will mail definitive proxy statements/prospectuses and other related documents to its shareholders of record entitled to vote as of the record date.
Shareholders and other interested parties are advised to read the preliminary proxy statement/prospectus and any amendments thereto, as well as the definitive proxy statement/prospectus when available, in connection with the solicitation of proxies for the special meeting of SVAQ shareholders to approve the proposed business combination and related matters, as these documents contain or will contain important information about SVAQ, EigenQ, PubCo, and the proposed business combination. This press release does not contain all of the information that should be considered regarding the business combination and related matters and is not intended as a basis for any investment or other decision. SVAQ and EigenQ may also file additional documents with the SEC regarding the business combination. Shareholders may obtain, free of charge, the preliminary proxy statement/prospectus and, when available, the definitive proxy statement/prospectus, as well as other documents filed by SVAQ regarding the proposed business combination and other filings made by SVAQ with the SEC, at the SEC’s website www.sec.gov or by requesting them from Silo Valley Acquisition Corp. (425 Page Mill Rd., Suite 200, 2nd Floor, Palo Alto, CA 94306).
No investment in any securities described in this document has been approved or disapproved by the SEC or any other regulatory authority, nor has any authority passed on the merits of the securities to be issued under the proposed business combination or endorsed the accuracy or adequacy of the information contained herein. Any contrary representation is a criminal offense.
Forward-looking statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed business combination and the parties involved. All statements in this press release, other than historical facts, including but not limited to statements regarding the proposed business combination between SVAQ and EigenQ, the anticipated benefits and timing of the proposed business combination, the expected trading of PubCo securities on Nasdaq, PubCo’s future potential financial performance, PubCo’s and EigenQ’s ability to execute EigenQ’s business strategy, EigenQ’s market opportunities and positioning, and other statements concerning the intentions, beliefs, or expectations of the parties to the transaction regarding PubCo’s future performance, are forward-looking statements. Forward-looking statements can be identified by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “believe,” “seek,” “target,” or other similar expressions indicating future events or trends or that are not statements of historical fact.
These statements are based on various assumptions, whether or not explicitly listed in this press release, and on the current expectations of EigenQ and SVAQ management; they are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and should not be construed by any investor as guarantees, assurances, predictions, or definitive statements of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of EigenQ and SVAQ. These forward-looking statements are subject to numerous risks and uncertainties, including: (1) any event, change, or other circumstance that could lead to the termination of the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against EigenQ, SVAQ, PubCo, or other parties following the announcement of the proposed business combination; (3) the inability to complete the proposed business combination due to failure to obtain approval from SVAQ or EigenQ shareholders, or failure to satisfy other closing conditions; (4) changes to the structure of the proposed business combination required by applicable laws or regulations, or as a condition to obtaining regulatory approvals; (5) the ability to meet and maintain listing standards of a securities exchange at or after the completion of the proposed business combination; (6) the risk that the announcement and completion of the proposed business combination may disrupt EigenQ’s current plans and operations; (7) EigenQ’s ability to expand and develop its business and realize the anticipated benefits of the proposed business combination, which may be affected by factors including the successful execution of the business plan by PubCo and EigenQ, the launch of products and services accepted by the market, expansion and management of growth, maintenance of customer relationships, retention of management and key employees, as well as numerous other factors such as government requirements regarding timing and scope applicable to EigenQ’s business, competition, and further advancements in quantum computing technology; (8) the ability to implement the business plan, make forecasts, identify and realize additional opportunities, and achieve or exceed management’s current expectations for EigenQ’s business; (9) political, social, or economic instability, including in the Middle East and other countries/regions where EigenQ, PubCo, relevant OEMs, and some or all of the channel participants and customers operate or plan to operate; (10) risks related to product development and commercialization timelines, OEM integration, customer adoption, and strategic partnerships with manufacturers, suppliers, and distributors; (11) EigenQ’s ability to maintain and derive benefits from existing strategic relationships; (12) costs associated with the proposed business combination; (13) changes in applicable laws or regulations; (14) changes in government directives, requirements, and standards related to quantum safety and infrastructure; (15) EigenQ’s estimates of expenses and capital requirements, and management’s assumptions regarding the timing of potential transaction completion, shareholder redemptions, transaction consideration, or other adjustments; (16) any downturn or volatility in economic conditions; (17) changes in the competitive environment affecting EigenQ or its customers, including EigenQ’s inability to launch new products or technologies; (18) the impact of pricing pressure and profit erosion; (19) supply chain risks; (20) the risk that EigenQ may be unable to protect its intellectual property and avoid infringement by others, or respond to infringement claims brought against EigenQ or PubCo; (21) the possibility that EigenQ, SVAQ, and PubCo may be adversely affected by other economic, commercial, and/or competitive factors; (22) EigenQ’s estimates of its potential future performance; (23) risks related to SVAQ’s incorporation in the Cayman Islands and its governance under Cayman Islands law; and (24) other factors discussed under the heading “Risk Factors” in SVAQ’s Annual Report on Form 10-K filed with the SEC on March 31, 2026, subsequent Quarterly Reports on Form 10-Q, the S-4 registration statement filed with the SEC on September 28, 2026, including the proxy statement/prospectus contained therein, or other future filings with the SEC. If any of these risks materialize or our assumptions regarding these risks prove incorrect, actual results may differ materially from those implied by these forward-looking statements. Additional risks not currently known to EigenQ or SVAQ or deemed immaterial by them may also cause actual results to differ from those contained in these forward-looking statements. Furthermore, these forward-looking statements reflect EigenQ’s and SVAQ’s expectations, plans, beliefs, or predictions regarding future events as of the date of this press release. EigenQ and SVAQ anticipate that subsequent events and developments will cause their assessments to change. However, although EigenQ and SVAQ may choose to update these forward-looking statements at some point in the future, they expressly disclaim any obligation to do so. These forward-looking statements should not be regarded as representing EigenQ’s and SVAQ’s assessments as of any date after the date of this press release. Therefore, undue reliance should not be placed on these forward-looking statements.
Does not constitute an offer or solicitation
This press release does not constitute an offer, solicitation, or authorization with respect to any securities or the proposed business combination. This press release also does not constitute an offer to sell, a solicitation of an offer to buy, or a solicitation of any vote or approval; in any jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration or qualification under securities laws, no such offering shall be made. This press release is not, and under no circumstances shall be construed as, a prospectus, advertisement, or public offering material for any securities described herein in the United States or any other jurisdiction. Securities may only be offered pursuant to a prospectus that complies with the requirements of the Securities Act of 1933, as amended (“Securities Act”), or pursuant to an exemption therefrom. Investors should consult their legal counsel regarding applicable securities law exemptions for purchasers of securities.
Recruiting participants
Under SEC rules, SVAQ, EigenQ, and their respective directors, officers, and other management and employees may be deemed participants in the solicitation of proxies from SVAQ shareholders in connection with the proposed business combination. Information regarding persons who may be deemed participants in the proposed business combination is included in the preliminary proxy statement/prospectus attached to the registration statement filed with the SEC. Additional information about SVAQ’s directors and officers can be found in SVAQ’s Annual Report on Form 10-K filed with the SEC on March 31, 2026. Further details regarding the participants in the proxy solicitation and their direct and indirect interests are contained in the preliminary proxy statement/prospectus included in the registration statement. Shareholders, potential investors, and other interested parties should carefully read the preliminary proxy statement/prospectus and, upon availability, the definitive proxy statement/prospectus before making any voting or investment decisions. Copies of these documents may be obtained free of charge from the sources indicated above.