Item
7.01. Regulation FD Disclosure.
On
January 20, 2022, SCVX Corp. (“SCVX”) issued a press release announcing its entry into a non-binding letter of intent for
a business combination. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Important
Information and Where to Find It
SCVX
has mailed to its shareholders of record as of January 5, 2022 a definitive proxy statement (the “Extension Proxy Statement”)
for a special meeting of shareholders to be held on January 25, 2022 to approve an extension of time for SCVX to complete an initial
business combination through July 28, 2022 (the “Extension Proposal”). Shareholders may obtain a copy of the Extension Proxy
Statement, without charge, by directing a request to: SCVX Corp., 1220 L St. NW, Suite 100-397, Washington, DC 20005. The Extension Proxy
Statement can also be obtained, without charge, at the U.S. Securities and Exchange Commission (the “SEC”)’s website
(www.sec.gov).
If
a legally binding definitive agreement with respect to the proposed business combination is executed SCVX intends to file a preliminary
proxy statement (a “Deal Proxy Statement”) with the SEC. A definitive Deal Proxy Statement will be mailed to shareholders
of SCVX as of a record date to be established for voting on the proposed transaction. Shareholders will also be able to obtain a copy
of the Deal Proxy Statement, without charge, by directing a request to: SCVX Corp., 1220 L St. NW, Suite 100-397, Washington, DC 20005.
The preliminary and definitive Deal Proxy Statement, once available, can also be obtained, without charge, at the SEC’s website
(www.sec.gov).
SCVX
urges investors, shareholders and other interested persons to read the Extension Proxy Statement and, when available, the preliminary
Deal Proxy Statement as well as other documents filed with the SEC because these documents do and will contain important information
about SCVX, the Proxy Extension Proposal, the potential target company and the proposed transaction.
Participants
in the Solicitation
SCVX
and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension
Proposal and the potential transaction described herein under the rules of the SEC. Information about the directors and executive officers
of SCVX is set forth in SCVX’s amended Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed
with the SEC on July 14, 2021. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of the shareholders in connection with the potential transaction will be set forth in the Proxy Statement when it is filed with the SEC.
These documents can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
current report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of any business combination. This current report shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking
Statements
The
disclosure herein includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied
by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding projections, estimates and forecasts of revenue and other financial and performance metrics and projections
of market opportunity and expectations, SCVX’s shareholders approval of the Extension Proposal, SCVX’s ability to enter into
a definitive agreement or consummate a transaction with the target company and SCVX’s ability to obtain the financing necessary
to consummate the potential transaction. These statements are based on various assumptions and on the current expectations of SCVX’s
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of SCVX and the target company. These forward- looking statements are subject
to a number of risks and uncertainties, including: the risk that the approval of the shareholders of SCVX of the Extension Proposal is
not obtained, SCVX’s ability to enter into a definitive agreement with respect to the proposed business combination or consummate
a transaction with the target company; the risk that the approval of the shareholders of SCVX for the potential transaction is not obtained;
failure to realize the anticipated benefits of the potential transaction, including as a result of a delay in consummating the potential
transaction or difficulty in integrating the businesses of SCVX and the target company; the amount of redemption requests made by SCVX’s
shareholders and the amount of funds remaining in SCVX’s trust account after satisfaction of such requests; those factors discussed
in SCVX’s amended Annual Report on Form 10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors,”
and other documents of SCVX filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that SCVX presently
does not know or that SCVX currently believes are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect SCVX’s expectations, plans or forecasts of future events
and views as of the date hereof. SCVX anticipates that subsequent events and developments will cause SCVX’s assessments to change.
However, while SCVX may elect to update these forward-looking statements at some point in the future, SCVX specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon as representing SCVX’s assessments as of any date
subsequent to the date of this disclosure statement. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
January 20, 2022
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SCVX
CORP.
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By:
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/s/
Michael Doniger
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Name:
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Michael
Doniger
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Title:
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Chief
Executive Officer and Chairman
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Exhibit 99.1
SCVX Signs Letter of Intent for a Business
Combination
New York, NY January 20, 2022 – SCVX Corp. (“SCVX”),
a publicly traded Special Purpose Acquisition Company (SPAC), has announced today that it has entered into a non-binding letter of
intent (“LOI”) for a business combination. The target company is a pioneer in the Environmental, Social, and Governance (ESG)
space. Under the terms of the LOI, SCVX and the target company would become a combined entity, with the target company’s existing
shareholders rolling over 100% of their equity into the combined public company.
In connection with executing the LOI, SCVX and the target company have
secured initial non-binding investment indications of approximately $75 million in total from an institutional investor and certain strategic
partners. Firm commitments from those investors, as well as any other investors, would be announced concurrently with the signing of a
definitive agreement.
SCVX expects to announce additional details regarding the proposed
business combination when a definitive agreement is executed, which is expected later in Q1’2022 and with a closing anticipated
in Q3’2022.
No assurances can be made that the parties will successfully negotiate
and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated,
or at all. Any transaction would be subject to board and equityholder approval of both companies, regulatory approvals, and other
customary conditions. SCVX is holding a special meeting of its shareholders on January 25, 2022 to approve an extension of time for SCVX
to complete an initial business combination through July 28, 2022, and the proposed transaction would be subject to approval of such proposal
by SCVX’s shareholders.
About SCVX:
SCVX Corp. (“SCVX”; NYSE: SCVX) is a Special Purpose Acquisition
Company (SPAC) seeking to partner with and acquire world class companies. The SCVX team was built with the goal of identifying best in
breed teams and technologies for its business combination, capable of rapid growth and innovation needed to push beyond the existing boundaries
of technology.
Important Information and Where to Find It
SCVX has mailed to its shareholders of record as of January 5, 2022
a definitive proxy statement (the “Extension Proxy Statement”) for a special meeting of shareholders to be held on January
25, 2022 to approve an extension of time for SCVX to complete an initial business combination through July 28, 2022 (the “Extension
Proposal”). Shareholders may obtain a copy of the Extension Proxy Statement, without charge, by directing a request to: SCVX Corp.,
1220 L St. NW, Suite 100-397, Washington, DC 20005. The Extension Proxy Statement can also be obtained, without charge, at the U.S. Securities
and Exchange Commission (the “SEC”)’s website (www.sec.gov).
If a legally binding definitive agreement with respect to the proposed
business combination is executed SCVX intends to file a preliminary proxy statement (a “Deal Proxy Statement”) with the SEC.
A definitive Deal Proxy Statement will be mailed to shareholders of SCVX as of a record date to be established for voting on the proposed
transaction. Shareholders will also be able to obtain a copy of the Deal Proxy Statement, without charge, by directing a request to: SCVX
Corp., 1220 L St. NW, Suite 100-397, Washington, DC 20005. The preliminary and definitive Deal Proxy Statement, once available, can also
be obtained, without charge, at the SEC’s website (www.sec.gov).
SCVX urges investors, shareholders and other interested persons to
read the Extension Proxy Statement and, when available, the preliminary Deal Proxy Statement as well as other documents filed with the
SEC because these documents do and will contain important information about SCVX, the Proxy Extension Proposal, the potential target company
and the proposed transaction.
Participants in the Solicitation
SCVX and its directors and executive officers may be considered participants
in the solicitation of proxies with respect to the Extension Proposal and the potential transaction described herein under the rules of
the SEC. Information about the directors and executive officers of SCVX is set forth in SCVX’s amended Annual Report on Form 10-K
for the fiscal year ended December 31, 2020, which was filed with the SEC on July 14, 2021. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the potential transaction
will be set forth in the Proxy Statement when it is filed with the SEC. These documents can be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The disclosure herein includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics and projections of market opportunity and expectations, SCVX’s shareholders
approval of the Extension Proposal, SCVX’s ability to enter into a definitive agreement or consummate a transaction with the target
company and SCVX’s ability to obtain the financing necessary to consummate the potential transaction. These statements are based
on various assumptions and on the current expectations of SCVX’s management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
SCVX and the target company. These forward- looking statements are subject to a number of risks and uncertainties, including: the risk
that the approval of the shareholders of SCVX of the Extension Proposal is not obtained, SCVX’s ability to enter into a definitive
agreement with respect to the proposed business combination or consummate a transaction with the target company; the risk that the approval
of the shareholders of SCVX for the potential transaction is not obtained; failure to realize the anticipated benefits of the potential
transaction, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of
SCVX and the target company; the amount of redemption requests made by SCVX’s shareholders and the amount of funds remaining in
SCVX’s trust account after satisfaction of such requests; those factors discussed in SCVX’s amended Annual Report on Form
10-K for the fiscal year ended December 31, 2020 under the heading “Risk Factors,” and other documents of SCVX filed, or to
be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that SCVX presently does not know or that SCVX currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect SCVX’s expectations, plans or forecasts of future events and views as of the date hereof. SCVX anticipates that
subsequent events and developments will cause SCVX’s assessments to change. However, while SCVX may elect to update these forward-looking
statements at some point in the future, SCVX specifically disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing SCVX’s assessments as of any date subsequent to the date of this disclosure statement. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
