EigenQ and Sil Token Issuance n Valley Acquisition Corp. Advancing the Proposed Business Merger and Public Submission of S-4 Registration Statement
PR Newswire
1h ago
Ai Focus
EigenQ and Sil tokens issue Valley Acquisition Corp. Announce that they have submitted a registration statement to the U.S. Securities and Exchange Commission (SEC). This represents another step forward in the proposed business merger previously announced by both parties. EigenQ also stated that they have recently secured approximately $45 million in convertible financing, with about half of the funds already in place, which is intended to be used for the commercialization of their quantum security product portfolio and the development of quantum technology products.
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The public submission marks another step forward towards the completion of the business merger previously announced.

Austin, Texas, and Palo Alto, California, September 28th / PRNewswire / —— EigenQ, Inc. (“EigenQ” or “the Company”) and Sil Token Issuer n Valley Acquisition Corp (Nasdaq ticker: SVAQ, commonly referred to as “SVAQ”) announced today that they have submitted a Registration Statement (the “Registration Statement”) to the U.S. Securities and Exchange Commission (“SEC”) regarding the previously announced proposed business merger.

This registration statement contains a preliminary prospectus related to the proposed business merger. The registration statement has not yet been declared effective by SEC, and the information contained therein may still change.

This public submission is another step towards completing the proposed business merger. Earlier this month, EigenQ announced that it had secured approximately $45 million in convertible financing, of which about half of the funds have already been received to support the commercialization of its quantum security product portfolio and to continue developing quantum products in the areas of security, communications, networking, and sensing.

According to the revised terms of the business merger agreement, SVAQ is expected to complete the company registration process and become a Delaware corporation, and will be renamed EigenQ Holdings, Inc ("PubCo"). EigenQ will continue to exist as a wholly-owned subsidiary of PubCo after the merger.

SVAQ has applied to list PubCo common shares and PubCo public warrants on the NASDAQ Global Market under the proposed codes “EIGQ” and “EIGQW” respectively, with plans for this to take effect upon completion of the business merger. The approval of the PubCo public warrants for listing on NASDAQ is not a condition for the completion of the transaction, nor does it guarantee that such warrants will be listed on NASDAQ or any other national securities exchange after the transaction is completed. The completion of the business merger still depends on the registration statement being declared effective by SEC, obtaining the required shareholder approvals, meeting the applicable listing requirements, and other customary delivery conditions. It is currently anticipated that the business merger will be completed in the fourth quarter of 2026.

EigenQ CEO Jos R. Rosas-Bustos, a doctor, stated: "The public submission of the registration declaration represents another important milestone in our proposed business merger with SVAQ. As the transaction progresses, our focus remains on strictly implementing and advancing our technical and commercialization strategies with channel partners, OEM, and customers, as well as on creating sustainable long-term value."

EigenQ Chairman Jesse Van Griensven Th É, Ph.D., added: "Our mission is to build reliable infrastructure that enables governments, enterprises, and key industries to operate securely in the quantum era. We believe that the proposed business merger will provide a larger platform for EigenQ to accelerate innovation, deepen strategic cooperation, and advance the commercialization of our foundational quantum technologies. As we move forward, we remain committed to creating a more trustworthy, resilient digital future ready for the quantum era."

Registration statements, including preliminary proxy agreements/prospectuses, as well as more information regarding the proposed business merger, can be obtained through the SEC website www.sec.gov. Investors and security holders are urged to read the registration statements and the documents incorporated therein carefully and thoroughly, as they contain important information regarding the proposed business merger.

About EigenQ

EigenQ is a company that applies quantum technology, working on developing a quantum-safe trust infrastructure based on hardware for the quantum era. The company is headquartered in Texas, USA, and its initial business focus was on practical network security technologies aimed at enhancing existing digital infrastructure through post-quantum cryptography, quantum-derived entropy, hardware root of trust, secure identities, and cryptographic agility.

As the company advances the initial commercial sales and deployment of its network security technology, EigenQ is working with original equipment manufacturers ( OEM ), technical partners, and potential customers to advance product development, integration, validation, and customer evaluation activities. Over time, the company plans to expand its technology platform and capabilities to other areas of the quantum technology landscape, including quantum artificial intelligence, quantum communications and networks, quantum sensing, and quantum computing.

For more information about EigenQ, please visit www.EigenQ.com.

Regarding the issuance of Sil tokens in exchange for Valley Acquisition Corp.

Sil Token Issuance Valley Acquisition Corp. (Nasdaq ticker: SVAQ) is a publicly traded special purpose acquisition company established for the purpose of completing mergers, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more enterprises.

Consultant

The legal counsel for EigenQ in the United States is Ellenoff Grossman & Schole LLP. The legal counsel for SVAQ in the United States is Greenberg Traurig and LLP. Cohen & Company Capital Markets (a department of Cohen & Company Securities, LLC) serves as the exclusive financial advisor, chief capital markets advisor, and chief placement agent for EigenQ. Secure Strategy Group and LLC also act as placement agents for EigenQ. The Blueshirt Group provides investor relations consulting services for EigenQ, and AUM Media provides investor relations consulting services for SVAQ.

Important Information on the Proposed Business Merger and How to Obtain It

This communication relates to a proposed business merger transaction (‘business merger’) between Sil token issuance n Valley Acquisition Corp (“SVAQ”) and EigenQ Inc (“EigenQ”). The proposed business merger will be submitted to the shareholders of SVAQ for review. SVAQ has submitted a S-4 registration statement (which may be revised or supplemented, hereinafter referred to as the ‘registration statement’) to the Securities and Exchange Commission (“SEC”), which includes preliminary proxy forms/prospectuses related to the proposed business merger and other matters mentioned in the registration statement, as well as a prospectus related to the securities to be issued after the completion of the proposed business merger. Once the registration statement is declared effective by SEC, SVAQ will mail official proxy forms/prospectuses and other relevant documents to its shareholders who have voting rights as of the record date.

It is recommended that shareholders and other relevant parties read the preliminary proxy form/prospectus and any subsequent revisions, as well as the official proxy form/prospectus once available, to support the proxy collection for the special general meeting of shareholders convened by SVAQ regarding the approval of the proposed business merger, among other matters. These documents contain or will contain important information regarding SVAQ, EigenQ, PubCo, and the proposed business merger. This press release does not contain all the information that should be considered regarding this business merger and other matters, nor is it intended to serve as a basis for any investment decisions or other related decisions. SVAQ and EigenQ may also submit other documents regarding this business merger to SEC. Shareholders can also obtain the preliminary proxy form/prospectus for free on the SEC website, as well as the official proxy form/prospectus once available, along with other documents submitted regarding the proposed business merger on SVAQ and other documents submitted to SVAQ to SEC, or they may request them from Sil for the token issuance (425 Page Mill Rd, Suite 200, 2nd Floor, Palo Alto, CA 94306).

Investments in any securities mentioned in this document have not yet obtained or been rejected by SEC or any other regulatory authorities, nor has any institution made a ruling or endorsement regarding the merits of the securities to be issued under the proposed business merger or the accuracy or sufficiency of the information contained in this document. Any contrary statement constitutes a criminal offense.

Forward-looking Statements

This press release contains certain forward-looking statements that are defined under the U.S. Federal Securities Laws and relate to the proposed business combination and the relevant parties. Except for statements of historical fact, all statements in this press release, including but not limited to those regarding the proposed business combination between SVAQ and EigenQ, the expected benefits and timing of the proposed business combination, the anticipated listing of PubCo securities on NASDAQ, the future potential financial performance of PubCo, the ability of PubCo and EigenQ to implement EigenQ business strategies, the market opportunities and positioning of EigenQ, as well as other statements regarding the intentions, beliefs, or expectations of the parties to the transaction regarding the future performance of PubCo, are forward-looking statements. Forward-looking statements can be identified by words such as “estimate,” “plan,” “expect,” “predict,” “intend,” “will,” “anticipate,” “believe,” “seek,” “target,” or other similar expressions that indicate future events or trends, or that are not statements of historical fact.

These statements are based on certain assumptions, whether explicitly listed in this press release or not, and also on the current expectations of the management of EigenQ and SVAQ. They are not predictions of actual performance. These forward-looking statements are for illustrative purposes only and should not be regarded by any investor as guarantees, warranties, predictions, or definitive statements about facts or probabilities. Actual events and circumstances are difficult or impossible to predict and may differ from these assumptions. Many actual events and circumstances are beyond the control of EigenQ and SVAQ.These forward-looking statements are subject to a number of risks and uncertainties, including: (1) any events, changes, or other circumstances that may lead to the termination of the proposed business combination; (2) the outcome of any legal proceedings that may be initiated against EigenQ, SVAQ, PubCo, or other parties after the announcement of the proposed business combination; (3) the inability to complete the proposed business combination due to the failure to obtain approval from the shareholders of SVAQ or EigenQ, or due to the failure to meet other closing conditions; (4) the need to make changes to the structure of the proposed business combination due to applicable laws or regulations, or as a condition for obtaining regulatory approval; (5) the ability to meet and maintain the listing standards of the stock exchange at the time of completion of the proposed business combination or thereafter; (6) the risk that the announcement and completion of the proposed business combination may disrupt the current plans and operations of EigenQ; (7) the ability of EigenQ to expand and develop its business, as well as to achieve the expected benefits of the proposed business combination, which may be affected by factors such as the successful implementation of business plans by PubCo and EigenQ, the launch of market-accepted products and services, the expansion and management of growth, the maintenance of customer relationships, and the retention of management and key employees, as well as by numerous other factors including the timing and scope of government requirements applicable to the business of EigenQ, competition, and further developments in quantum computing technology; (8) the ability to implement business plans, predict and identify additional opportunities, and to achieve or exceed management's current expectations for EigenQ; (9) political, social, or economic instability, including in the Middle East and other regions where EigenQ, PubCo, related OEM, and some or all of the channel participants and customers operate or plan to operate; (10) issues related to product development and commercialization timelines, integration with OEM, customer adoption, and strategic partners.Risks related to manufacturing, supplier, and distribution relationships; (11) the ability to maintain and derive benefits from existing strategic relationships; (12) costs associated with proposed business mergers; (13) changes in applicable laws or regulations; (14) changes in government directives, requirements, and standards related to quantum security and infrastructure; (15) estimates of expenses and capital requirements, as well as management's assumptions regarding the potential completion time of transactions, shareholder redemptions, transaction consideration, and other adjustments; (16) any downward trends or fluctuations in economic conditions; (17) changes in the competitive environment that affect EigenQ or its customers, including the inability to launch new products or technologies; (18) the impact of pricing pressures and profit erosion; (19) supply chain risks; (20) the ability to protect its intellectual property and avoid infringement by others, or to respond to infringement claims 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) estimates of their potential future performance; (23) risks related to being registered in the Cayman Islands under the laws of the Cayman Islands; and (24) other factors discussed in the 'Risk Factors' section of the 10-K annual report submitted to SEC on March 31, 2026, in subsequent 10-Q quarterly reports, the registration statement submitted to SEC on September 28, 2026, known as S-4, and the prospectus contained therein, or in other documents that may be submitted to SEC in the future.If any of the above risks occur, or if our assumptions regarding these risks prove to be incorrect, the actual results may differ significantly from those implied in these forward-looking statements. There may also be other risks, such as EigenQ or SVAQ, that are currently unknown or not considered significant by us, which could also lead to actual results differing from those stated in the forward-looking statements. Furthermore, these forward-looking statements reflect EigenQ 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 make no explicit commitment to do so. These forward-looking statements should not be regarded as representing EigenQ and SVAQ's assessments on any date after the date of this press release. Therefore, reliance on these forward-looking statements should not be excessive.

Does not constitute an offer or solicitation

This press release does not constitute a commission, consent, or authorization to solicit for any securities or proposed business combinations. This press release also does not constitute an offer to sell any securities, an offer to purchase any securities, or any solicitation for voting or approval; in any jurisdiction where such offers, solicitations, or sales are illegal before registration or qualification under securities laws, no securities shall be sold in that jurisdiction. This press release is not, and shall not under any circumstances be construed as, a prospectus, advertisement, or public offering material regarding the securities described herein in the United States or any other jurisdiction. No securities issuance may occur unless through a prospectus that complies with the requirements of the revised Securities Act of 1933 (the “Securities Act”), or pursuant to its exemptions. Investors should consult their legal counsel regarding the exemption requirements of the Securities Act applicable to purchasers of securities.

Call for participants

In accordance with the SEC rule, SVAQ, EigenQ and their respective directors, senior management personnel, as well as other management staff and employees, may be considered participants in soliciting proxies from the shareholders of SVAQ regarding the proposed business merger. Information regarding the individuals who may be regarded as participants in such proxy solicitation in the proposed business merger is contained in the preliminary proxy statement/prospectus submitted to SEC. For more information about the directors and senior management of SVAQ, please refer to the 10-K annual report submitted by SVAQ to SEC on March 31, 2026. Additional details about the proxy solicitation participants and their direct and indirect interests are provided in the preliminary proxy statement/prospectus within the registration statement. Shareholders, potential investors, and other interested parties should carefully read the preliminary proxy statement/prospectus before making any voting or investment decisions, and should also read the official proxy statement/prospectus once it becomes available. Copies of these documents can be obtained free of charge from the aforementioned sources.

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