Securities Registration (section 12(b)) (8-a12b)
04 March 2022 - 12:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class to be so Registered |
|
|
Name
of Each Exchange on Which Each Class is to be 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 |
|
|
NYSE
American |
Class
A ordinary shares, $0.0001 par value per share |
|
|
NYSE
American |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
|
NYSE
American |
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities
Act registration statement or Regulation A offering Statement file number to which this form relates: 333-235694
Securities
to be registered pursuant to Section 12(g) of the Act:
N/A
(Title
of Class)
Item 1. |
Description of Registrant’s
Securities to be Registered. |
The
securities to be registered hereby are units, Class A ordinary shares, par value $0.0001 per share, and redeemable warrants to purchase
Class A ordinary shares, of SCVX Corp. (the “Registrant”). The description of the units, Class A ordinary shares and warrants
set forth under the heading “Description of Securities” in the Registrant’s prospectus forming part of its Registration
Statement on Form S-1 (File No. 333-235694), originally filed with the Securities and Exchange Commission on December 23, 2019, as thereafter
amended (the “Registration Statement”), is incorporated by reference herein. Any form of prospectus or prospectus supplement
to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference
herein.
Item 9.01. |
Financial Statements and
Exhibits. |
(d)
Exhibits.
The
following exhibits have been filed as exhibits to the Registration Statement, as amended, and are incorporated herein by reference:
Exhibit
No. |
|
Description |
|
|
|
3.1 |
|
Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on December 23, 2019). |
|
|
|
3.2 |
|
Form of Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
4.1 |
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
4.2 |
|
Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
4.3 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
4.4 |
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
10.3 |
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.3 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
|
|
|
10.4 |
|
Form of Registration Rights Agreement between the Registrant and certain security holders (incorporated by reference to Exhibit 10.4 filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-235694), filed with the Securities and Exchange Commission on January 13, 2020). |
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:
March 3, 2022
|
SCVX CORP. |
|
|
|
By: |
/s/
Michael Doniger |
|
Name: |
Michael Doniger |
|
Title: |
Chief Executive Officer and
Chairman |
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