Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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001-39190
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SEC FILE NUMBER
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G79448208
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CUSIP NUMBER
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(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: March 31, 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.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
SCVX Corp.
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Full Name of Registrant
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N/A
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Former Name if Applicable
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Attn: Strategic Cyber Ventures, LLC, 1220 L St NW, Suite 100-397
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Address of Principal Executive Office (Street and Number)
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Washington, DC 20005
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City, State and Zip Code
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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.
On April 12, 2021, the Acting Director of the Division
of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission 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
“SEC Statement”). As a result of the SEC Statement, SCVX Corp. (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.
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?
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☐ Yes ☒
No
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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.
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SCVX Corp.
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(Name of Registrant as Specified in Charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: 5/17/2021
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By:
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/s/
Chris Ahem
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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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