Notification That Quarterly Report Will Be Submitted Late (nt 10-q)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

001-39190
SEC FILE NUMBER

 

G79448208
CUSIP NUMBER

 

(Check One):  ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

 

For Period Ended: September 30, 2021

 

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q

 

For the Transition Period Ended:_______

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

 

PART I - REGISTRANT INFORMATION

 

SCVX Corp.

 

Full Name of Registrant

 

N/A

 

Former Name if Applicable

 

Attn: Strategic Cyber Ventures, LLC, 1220 L St NW, Suite 100-397

 

Address of Principal Executive Office (Street and Number)

 

Washington, DC 20005

 

City, State and Zip Code

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

As a result of recent guidance from the Securities and Exchange Commission to special purpose acquisition companies regarding redeemable equity instruments, SCVX Corp. (the “Company”) revisited its application of ASC 480-10-S99 on its financial statements. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. In accordance with ASC 480-10-S99, the Company concluded that all of its Class A ordinary shares should be classified as temporary equity.

 

The Company is working diligently to complete the review of the financial statements for the three months ended September 30, 2021 as soon as possible. However, given the scope of the process for determining the appropriate treatment of the redeemable equity, the Company is unable to complete and file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 by the required due date without unreasonable effort and expense.

 

PART IV - OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Chris Ahern		(202)		681-8461
(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☐ Yes ☒ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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SCVX Corp.

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 16, 2021	By:	/s/ Chris Ahern
	Name:	Chris Ahern
	Title:	Chief Financial Officer

 

 

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