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): May 25, 2021
SCVX CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39190 | 98-1518469 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
| Attn: Strategic Cyber Ventures, | ||
| 1220 L St NW, Suite 100-397 | 20005 | |
| (Address of principal executive offices) | (Zip Code) |
(202) 681-8461
(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 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 25, 2021, SCVX Corp., a Cayman Islands exempted company (the “Company”), received a notice from the New York Stock Exchange (the “NYSE”) indicating that it is not in compliance with NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q”).
As disclosed in the Form 12b-25 filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 17, 2021, the Form 10-Q was delayed as a result of a statement issued by the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC on April 12, 2021 regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of its warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. The Company is working diligently to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020. Until restated financial statements for 2020 have been filed on an amended Form 10-K, the Company is unable to complete and file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Under the NYSE’s rules, the Company has six months from May 25, 2021 to file the Form 10-Q with the SEC and can regain compliance with the NYSE listing standards before that deadline by filing the Form 10-Q with the SEC. As required by the NYSE rules, on May 28, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 28, 2021. |
| 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: May 28, 2021
| SCVX CORP. | ||
| By: | /s/ Michael Doniger | |
| Name: | Michael Doniger | |
| Title: | Chief Executive Officer and Chairman | |
2
Exhibit 99.1
SCVX Announces Receipt of NYSE Continued Listing Standard Notice Related to Delayed Quarterly Report Stemming from Guidance Concerning Balance Sheet Treatment of Warrants
NEW YORK, New York – May 28, 2021 - On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). As a result of the Statement, SCVX Corp., a Cayman Islands exempted company (NYSE: SCVX) (the “Company”), reevaluated the accounting treatment of its warrants and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. The Company is working diligently to file an amendment to its Annual Report on Form 10-K for the year ended December 31, 2020 (the “10-K”). Until restated financial statements for 2020 have been filed on an amended 10-K, the Company is unable to complete and file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 10-Q”) in compliance with SEC and New York Stock Exchange (“NYSE”) rules.
Given the resultant delay in the Company’s ability to file its Q1 10-Q, the Company today announced that it received a formal notice of non-compliance from NYSE on May 25, 2021. Under NYSE rules, the Company generally has six months following receipt of the notification to regain compliance with the continued listing standard, subject to any extensions by NYSE.
Absent these developments, the Company was ready to meet its filing obligation by the applicable deadline.
The Company believes it will file the 10-Q in the near term and does not foresee any risk of non-compliance with the NYSE six-month remediation timeframe.
About SCVX
SCVX is a special purpose acquisition company (SPAC) created to fill what it believes is a tremendous void in the cybersecurity market for a scalable, comprehensive, integrated platform. It was created to acquire, partner with, and resource a cornerstone technology company capable of integrating with other best-in-breed security technologies.
Forward Looking Statements
Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company's expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology.
Please see the Company’s documents filed or to be filed with the Securities and Exchange Commission, including the Company’s Registration Statement on Form S-1, annual reports filed on Form 10-K and quarterly reports on Form 10-Q, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this report. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Investors
SCVX Corp.
Chris Ahern, chris.ahern@scvgroup.com
(202) 733-4719
Media
Tiger Hill Partners
James Maloney, james@tigerhillpartners.com
(202) 768-6058