Current Report Filing (8-k)

0001794717 false 0001794717 2021-11-19 2021-11-19 0001794717 SCVX:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValuePerShareAndOnehalfOfOneRedeemableWarrantToPurchaseOneClassOrdinaryShareMember 2021-11-19 2021-11-19 0001794717 SCVX:ClassOrdinaryShares0.0001ParValuePerShareMember 2021-11-19 2021-11-19 0001794717 SCVX:RedeemableWarrantsToPurchaseClassOrdinarySharesMember 2021-11-19 2021-11-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 19, 2021

 

 

 

SCVX CORP.
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		001-39190		98-1518469
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

Attn: Strategic Cyber Ventures, 1220 L St NW, Suite 100-397
Washington, DC		20005
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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, $0.0001 par value per share, and one-half of one redeemable warrant to purchase one Class A ordinary share		SCVX.U		New York Stock Exchange
Class A ordinary shares, $0.0001 par value per share		SCVX		New York Stock Exchange
Redeemable warrants to purchase Class A ordinary shares		SCVX WS		New York Stock Exchange

 

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).

 

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. ☐

 

 

 

 

 

 

Item 4.02. Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

 

As a result of recent guidance from the Securities and Exchange Commission (the “SEC”) to special purpose acquisition companies regarding redeemable equity instruments, management of SCVX Corp. (the “Company”) concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets.

 

Therefore, on November 19, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of January 28, 2020, as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on July 14, 2021 (the “2020 Form 10-K/A No. 1”); (ii) audited financial statements included in the Company’s 2020 Form 10-K/A No. 1; and (iii) unaudited interim financial statements included in the Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021 and June 30, 2021, filed with the SEC on May 14, 2020, August 14, 2020, November 9, 2020, July 14, 2021 and August 17, 2021, respectively (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. The Company will include the restated financial statements for the Relevant Periods in its Form 10-Q for the quarterly period ended September 30, 2021.

 

The Company does not expect any of the above changes will have any impact on the Company’s cash position and cash held in the trust account established in connection with the IPO.

 

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q for the quarterly period ended September 30, 2021.

 

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent accountant.

 

- 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.

 

Dated: November 22, 2021	SCVX CORP.
	By:	/s/ Chris Ahern
	Name:	Chris Ahern
	Title:	Principal

 

 

- 2 -