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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): December 11, 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

 Washington, DC

  20005
(Address of principal executive offices)   (Zip Code)

 

(202) 733-4719

(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 1.02. Termination Of A Material Definitive Agreement.

 

As previously disclosed,  SCVX Corp., a Cayman Islands exempted company (“SCVX”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 15, 2021 by and among SCVX, Bloom Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of SCVX (“Merger Sub”), and Bright Machines, Inc., a Delaware corporation (“Bright Machines”), pursuant to which SCVX and Bright Machines agreed to effect a business combination (the “Proposed Business Combination”).

 

On December 11, 2021, SCVX and Bright Machines entered into a Mutual Termination of Merger Agreement (the “Termination Agreement”) pursuant to which the parties agreed to mutually terminate the Merger Agreement, effective as of such date. Pursuant to the Termination Agreement, subject to certain exceptions, SCVX and Bright Machines also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Proposed Business Combination.

 

Upon the termination of the Merger Agreement, certain transaction agreements entered into in connection with the Proposed Business Combination will terminate automatically pursuant to their terms, including (i) the Sponsor Support Agreement by and among SCVX, Bright Machines, SCVX USA LLC, a Delaware limited liability company, the other holders of Class B ordinary shares of SCVX, and XN LP, a Delaware limited partnership, and (ii) the subscription agreements entered into by SCVX with certain investors.

 

The foregoing description of the Termination Agreement is subject to and qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

 

Item 8.01. Other Events.

 

On December 13, 2021, SCVX issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Forward Looking Statements

 

Certain statements herein may be considered forward-looking statements. Forward-looking statements generally relate to future events or SCVX’s or Bright Machines’ future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance and market opportunities of Bright Machines are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

 

Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. SCVX does not undertake any duty to update these forward-looking statements.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Mutual Termination of Merger Agreement, dated as of December 11, 2021, by and between SCVX Corp. and Bright Machines, Inc.
     
99.1   Press Release, dated December 13, 2021.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: December 13, 2021

 

  SCVX CORP.
   
  By: /s/ Michael Doniger
  Name:  Michael Doniger
  Title: Chief Executive Officer and Chairman

 

 

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