Silicon Valley Acquisition Corp-A美股招股说明书(2025-12-23版)

Silicon Valley Acquisition Corp. 20,000,000Units Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), is a newly organizedblank check company or special purpose acquisition company (“SPAC”), formed for the purpose of enteringinto a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similarbusiness combination with one or more businesses, which we refer to throughout this prospectus as our “initialbusiness combination.” We have not selected any specific business combination target. To date, our efforts havebeen limited to organizational activities as well as activities related to this offering. Our efforts to identify aprospective target business will not be limited to a particular industry or geographic region although we intendto focus on fintech, crypto/digital assets, AI-driven infrastructure, energy transition, auto/mobility, technology,consumer, healthcare, and mining industries. This is an initial public offering of our securities. We are offering 20,000,000units at an offering price of $10.00each. Each unit consists of one ClassA ordinary share, andone-halfof one redeemable warrant. We refer hereinto the units sold in this offering as our “public units,” and the components thereof as our “public shares” and“public warrants,” respectively. Each whole warrant entitles the holder to purchase one ClassA ordinary shareat a price of $11.50 per share, subject to adjustment as described in this prospectus. Each warrant will becomeexercisable on the later of the consummation of our initial business combination and 12months after the closingof this offering and will expire on the fifth anniversary of the completion of our initial business combination, orearlier upon redemption or liquidation as described in this prospectus. No fractional warrants will be issuedupon separation of the units and only whole warrants will trade. Warrants will only be exercisable for wholeshares. We have also granted the underwriters a45-dayoption to purchase up to an additional 3,000,000unitssolely to cover over-allotments, if any. We will provide the holders of our public units, or our “public shareholders,” with the opportunity to redeem allor a portion of their public shares upon the completion of our initial business combination at aper-shareprice,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as oftwobusinessdays prior to consummation of the initial business combination, including interest (which interestshall be net of taxes payable, other than excise taxes, if any), divided by the number of then issued andoutstanding public shares, subject to the limitations and on the conditions described herein. The amount in thetrust account will initially be $10.00 per public share. Our public shareholders will be permitted to redeem theirshares regardless of whether they abstain, vote for, vote against, or vote at all with respect to the proposedbusiness combination. Our amended and restated memorandum and articles of association does not contain aminimum net tangible asset condition, such as the $5,000,001 net tangible asset requirement. As such, there isno limitation on the amount of shares we may redeem. Notwithstanding the foregoing, if we seek shareholderapproval of our initial business combination and we do not conduct redemptions in connection with our initialbusiness combination pursuant to the tender offer rules, our amended and restated memorandum and articles ofassociation provide that a public shareholder, together with any affiliate of such shareholder or any other personwith whom such shareholder is acting in concert or as a “group” (as defined under Section13 of theExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 20% ofthe public shares sold in this offering, without our prior consent. Our Sponsor, Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), willcommit, pursuant to a written agreement, to purchase an aggregate of 425,000 private placement units (or455,000 private placement units if the over-allotment is exercised in full) at a price of $10.00 per privateplacement unit ($4,250,000 in the aggregate (or $4,550,000 if the over-allotment option is exercised in full)) ina private placement that will close simultaneously with the closing of this offering, and Clear Street LLC(“Clear Street”), as representative of the underwriters in this offering (the “representative”), will commit topurchase an aggregate of 200,000 private placement units (or 230,000 private placement units if the over-allotment is exercised in full) at a price of $10.00 per unit ($2,000,000 in the aggregate (or $2,300,000 if theover-allotment is exercised in full)) in a private placement that will close simultaneously with the closing of thisoffering. We refer to these units throughout this prospectus as the “private placement units