Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
17 November 2021 - 6:59AM
Edgar (US Regulatory)
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)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without
unreasonable effort or expense;
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☒
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(b)
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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
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
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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
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(1)
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Name
and telephone number of person to contact in regard to this notification
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Chris
Ahern
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(202)
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681-8461
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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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).
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☒
Yes ☐ No
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(3)
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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.
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.
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Date:
November 16, 2021
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By:
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/s/
Chris Ahern
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Name:
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Chris
Ahern
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Title:
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Chief
Financial Officer
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-3-
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