SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14-A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional
Materials |
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Soliciting Material Pursuant to
Section 240.14a-12 |
SCVX CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee
required. |
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Fee computed on table
below per Exchange Act Rules 14a-6(i) (1) and 0-11. |
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Title of each class of securities to which
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Aggregate number of securities to which
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unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
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Proposed maximum aggregate value of
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Total fee paid: |
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Fee paid previously
with preliminary materials. |
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement
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PRELIMINARY PROXY STATEMENT—SUBJECT TO
COMPLETION, DATED DECEMBER 28, 2021
SCVX CORP.
A Cayman Islands Exempted Company
(Company Number 357366)
1220 L St NW, Suite 100-397
Washington, DC 20005
NOTICE OF EXTRAORDINARY GENERAL MEETING
To Be Held at 9:00 a.m. Eastern Time on January [●],
2022
TO THE SHAREHOLDERS OF SCVX CORP.:
You are cordially invited to attend the extraordinary general
meeting (the “extraordinary general meeting”) of SCVX Corp., a
Cayman Islands exempted company (“SCVX”), on January [●], 2022, at
9:00 a.m., Eastern Time, at the offices of Willkie Farr &
Gallagher LLP located at 787 Seventh Avenue, New York, New York
10019 (only to the extent consistent with, or permitted by,
applicable law and directives of public health authorities), or at
such other time, on such other date and at such other place to
which the meeting may be adjourned. In the interest of public
health, and due to the impact of the coronavirus, we are also
planning for the meeting to be held virtually over the Internet,
but the physical location of the meeting will remain at the
location specified above for the purposes of our Amended and
Restated Memorandum and Articles of Association. The accompanying
proxy statement (the “Proxy Statement”), is dated January [●],
2022, and is first being mailed to shareholders of the Company on
or about January [●], 2022. The sole purpose of the Extraordinary
General Meeting is to:
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consider and vote upon a proposal by special resolution (the
“Extension Proposal”), pursuant to the terms of the Company’s
amended and restated memorandum and articles of association (the
“Articles”), to extend the date by which the Company must either
(a) consummate a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities (a “business combination”) or (b)
(i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than ten business
days thereafter, redeem all of the Company’s Class A ordinary
shares included as part of the units sold in the Company’s initial
public offering that was consummated on January 28, 2020 (the
“IPO”); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining
members and the Company’s board of directors (the “Board”),
liquidate and dissolve, subject in the case of (ii) and (iii), to
its obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of
applicable law, from January 28, 2022 to July 28, 2022 (the
“Extension,” and such later date, the “Extended Date”); and |
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consider and vote on a proposal to approve the adjournment of
the Extraordinary General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Proposal (the
“Adjournment Proposal”). The Adjournment Proposal is only expected
to be presented at the Extraordinary General Meeting if there are
not sufficient votes to approve the Extension Proposal. |
Both of the Extension Proposal and the Adjournment Proposal are
more fully described in the accompanying Proxy Statement.
The purpose of the Extension is to allow us more time to complete
an initial business combination. The Articles provide that we have
until January 28, 2022 to complete a business combination. While we
are currently in discussions with respect to several potential
business combination opportunities, our Board currently believes
that there will not be sufficient time to complete a business
combination by January 28, 2022. Therefore, our Board has
determined that it is in the best interests of our shareholders to
extend the date that we have to consummate a business combination
to the Extended Date in order that our shareholders can have the
chance to participate in an investment opportunity.
The Adjournment Proposal, if adopted, will allow our Board to
adjourn the Extraordinary General Meeting to a later date or dates
to permit further solicitation of proxies. The Adjournment Proposal
is only expected to be presented to our shareholders in the event
that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Proposal.
If the Extension Proposal is not approved and we do not consummate
a business combination by January 28, 2022, as contemplated by our
IPO prospectus and in accordance with our Articles, we will (i)
cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares (as defined below), at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (less
taxes payable, and less up to $100,000 of interest to pay
liquidation expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to
receive further liquidating distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our Board,
liquidate and dissolve, subject in the case of (ii) and (iii), to
its obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of
applicable law.
In connection with the Extension Proposal, public shareholders may
elect to redeem their shares for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned, divided by the number of then
outstanding Class A ordinary shares included as part of the units
sold in the IPO (the “public shares”), and which election we refer
to as the “Election.” An Election can be made regardless of whether
such public shareholders vote “FOR” or “AGAINST” the Extension
Proposal and an Election can also be made by public shareholders
who do not vote, or do not instruct their broker or bank how to
vote, at the Extraordinary General Meeting. Holders of public
shares (the “public shareholders”) may make an Election regardless
of whether such public shareholders were holders as of the record
date. Public shareholders who do not make the Election would be
entitled to have their shares redeemed for cash if we have not
completed our initial business combination by the Extended Date. In
addition, regardless of whether public shareholders vote “FOR” or
“AGAINST” the Extension Proposal, or do not vote, or do not
instruct their broker or bank how to vote, at the Extraordinary
General Meeting, if the Extension is implemented and a public
shareholder does not make an Election, they will retain the right
to vote on any proposed initial business combination in the future
and the right to redeem their public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in
the Trust Account as of two business days prior to the consummation
of such initial business combination, including interest (which
interest shall be net of taxes payable), divided by the number of
then outstanding public shares, in the event a proposed business
combination is completed. We are not asking you to vote on any
proposed business combination at this time.
Based upon the amount in the Trust Account as of January [●], 2022,
which was $[●], we anticipate that the per-share price at which
public shares will be redeemed from cash held in the Trust Account
will be approximately $10.[●] at the time of the Extraordinary
General Meeting. The closing price of the public shares on The New
York Stock Exchange on January [●], 2022, the most recent
practicable closing price prior to the mailing of this Proxy
Statement, was $[●]. We cannot assure shareholders that they will
be able to sell their shares in the open market, even if the market
price per share is higher than the redemption price stated above,
as there may not be sufficient liquidity in our securities when
such shareholders wish to sell their shares. We will not proceed
with the Extension if redemptions of our public shares would cause
us to have less than $5,000,001 of net tangible assets following
approval of the Extension Proposal.
The withdrawal of funds from the Trust Account in connection with
the Election will reduce the amount held in the Trust Account
following the Election, and the amount remaining in the Trust
Account may be only a small fraction of the approximately $[●] that
was in the Trust Account as of January [●], 2022. In such event, we
may need to obtain additional funds to complete an initial business
combination, and there can be no assurance that such funds will be
available on terms acceptable or at all.
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON JANUARY
[●], 2022 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL
MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE
CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR
TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING
DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN.
YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE
REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, holders of
our Class B ordinary shares (the “founder shares” and, together
with the public shares, the “shares” or “ordinary shares”),
including SCVX USA LLC (our “Sponsor”) and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of founder shares.
Under the Cayman Islands Companies Act and the Articles, the
approval of the Extension Proposal requires a special resolution,
being the affirmative vote of the holders of at least a two-thirds
majority of the then issued and outstanding ordinary shares who,
being present and entitled to vote at the Extraordinary General
Meeting, vote at the Extraordinary General Meeting, and the
Adjournment Proposal requires the affirmative vote of the holders
of at least a majority of the then issued and outstanding ordinary
shares who, being present and entitled to vote at the Extraordinary
General Meeting, vote at the Extraordinary General Meeting.
Our board has fixed the close of business on January [●], 2022 as
the record date for determining the shareholders entitled to
receive notice of and vote at the Extraordinary General Meeting and
any adjournment thereof. Only holders of record of the ordinary
shares on that date are entitled to have their votes counted at the
Extraordinary General Meeting or any adjournment thereof.
After careful consideration of all relevant factors, our Board
has determined that the Extension Proposal and, if presented, the
Adjournment Proposal are advisable and recommends that you vote or
give instruction to vote “FOR” such proposals.
Under the Articles, no other business may be transacted at the
Extraordinary General Meeting.
Enclosed is the Proxy Statement containing detailed information
concerning the Extension Proposal, the Adjournment Proposal and the
Extraordinary General Meeting. Whether or not you plan to attend
the Extraordinary General Meeting, we urge you to read this
material carefully and vote your ordinary shares.
January
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By
Order of the Board |
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Chairman
and Chief Executive Officer |
Your vote is important. If you are a shareholder of record,
please sign, date and return your proxy card as soon as possible to
make sure that your shares are represented at the Extraordinary
General Meeting. If you are a shareholder of record, you may also
cast your vote in person at the Extraordinary General Meeting. If
your shares are held in an account at a brokerage firm or bank, you
must instruct your broker or bank how to vote your shares, or you
may cast your vote in person at the Extraordinary General Meeting
by obtaining a proxy from your brokerage firm or bank. Your failure
to vote or instruct your broker or bank how to vote will mean that
your ordinary shares will not count towards the quorum requirement
for the Extraordinary General Meeting and will not be voted. An
abstention or broker non-vote will be counted towards the quorum
requirement but will not count as a vote cast at the Extraordinary
General Meeting.
Important Notice Regarding the Availability of Proxy Materials
for the Extraordinary General Meeting to be held on January [●],
2022: This notice of extraordinary general meeting and the
accompanying Proxy Statement are available at [●].
SCVX CORP.
A Cayman Islands Exempted Company
(Company Number 357366)
1220 L St NW, Suite 100-397
Washington, DC 20005
EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JANUARY [●], 2022
PROXY STATEMENT
The extraordinary general meeting (the “Extraordinary General
Meeting”) of SCVX Corp. (“we,” “us,” “our” or the “Company”) will
be held at 9:00 a.m. Eastern Time on January [●], 2022, at
the offices of Willkie Farr & Gallagher LLP located at 787
Seventh Avenue, New York, New York 10019 (only to the extent
consistent with, or permitted by, applicable law and directives of
public health authorities), or at such other time, on such other
date and at such other place to which the meeting may be adjourned.
The sole purpose of the Extraordinary General Meeting is to:
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consider and vote upon a proposal by special resolution (the
“Extension Proposal”), pursuant to the terms of the Company’s
amended and restated memorandum and articles of association (the
“Articles”), to extend the date by which the Company must either
(a) consummate a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses or entities (a “business combination”) or (b)
(i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than ten business
days thereafter, redeem all of the Company’s Class A ordinary
shares included as part of the units sold in the Company’s initial
public offering that was consummated on January 28, 2020 (the
“IPO”); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining
members and the Company’s board of directors (the “Board”),
liquidate and dissolve, subject in the case of (ii) and (iii), to
its obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of
applicable law, from January 28, 2022 to July 28, 2022 (the
“Extension,” and such later date, the “Extended Date”); and |
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consider and vote on a proposal to approve the adjournment of
the Extraordinary General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Proposal (the
“Adjournment Proposal”). The Adjournment Proposal is only expected
to be presented at the Extraordinary General Meeting if there are
not sufficient votes to approve the Extension Proposal. |
The purpose of the Extension is to allow us more time to complete
an initial business combination. The Articles provide that we have
until January 28, 2022 to complete a business combination. While we
are currently in discussions with respect to several potential
business combination opportunities, our Board currently believes
that there will not be sufficient time to complete a business
combination by January 28, 2022. Therefore, our Board has
determined that it is in the best interests of our shareholders to
extend the date that we have to consummate a business combination
to the Extended Date in order that our shareholders can have the
chance to participate in an investment opportunity.
The Adjournment Proposal, if adopted, will allow our Board to
adjourn the Extraordinary General Meeting to a later date or dates
to permit further solicitation of proxies. The Adjournment Proposal
is only expected to be presented to our shareholders in the event
that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Proposal.
If the Extension Proposal is not approved and we do not consummate
a business combination by January 28, 2022, as contemplated by our
IPO prospectus and in accordance with our Articles, we will (i)
cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares (as defined below), at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (less
taxes payable, and less up to $100,000 of interest to pay
liquidation expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to
receive further liquidating distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board,
liquidate and dissolve, subject in the case of (ii) and (iii), to
its obligations under Cayman Islands law to provide for claims of
creditors and in all cases subject to the other requirements of
applicable law.
In connection with the Extension Proposal, public shareholders may
elect to redeem their shares for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned, divided by the number of then
outstanding Class A ordinary shares included as part of the units
sold in the IPO (the “public shares”), and which election we refer
to as the “Election.” An Election can be made regardless of whether
such public shareholders vote “FOR” or “AGAINST” the Extension
Proposal and an Election can also be made by public shareholders
who do not vote, or do not instruct their broker or bank how to
vote, at the Extraordinary General Meeting. Holders of public
shares (the “public shareholders”) may make an Election regardless
of whether such public shareholders were holders as of the record
date. Public shareholders who do not make the Election would be
entitled to have their shares redeemed for cash if we have not
completed our initial business combination by the Extended Date. In
addition, regardless of whether public shareholders vote “FOR” or
“AGAINST” the Extension Proposal, or do not vote, or do not
instruct their broker or bank how to vote, at the Extraordinary
General Meeting, if the Extension is implemented and a public
shareholder does not make an Election, they will retain the right
to vote on any proposed initial business combination in the future
and the right to redeem their public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in
the Trust Account as of two business days prior to the consummation
of such initial business combination, including interest (which
interest shall be net of taxes payable), divided by the number of
then outstanding public shares, in the event a proposed business
combination is completed. We are not asking you to vote on any
proposed business combination at this time.
Based upon the amount in the Trust Account as of January [●], 2022,
which was $[●], we anticipate that the per-share price at which
public shares will be redeemed from cash held in the Trust Account
will be approximately $[●] at the time of the Extraordinary General
Meeting. The closing price of the public shares on The New York
Stock Exchange on January [●], 2022, the most recent practicable
closing price prior to the mailing of this Proxy Statement, was
$[●]. We cannot assure shareholders that they will be able to sell
their shares in the open market, even if the market price per share
is higher than the redemption price stated above, as there may not
be sufficient liquidity in our securities when such shareholders
wish to sell their shares. We will not proceed with the Extension
if redemptions of our public shares would cause us to have less
than $5,000,001 of net tangible assets following approval of the
Extension Proposal.
The withdrawal of funds from the Trust Account in connection with
the Election (the “Withdrawal Amount”) will reduce the amount held
in the Trust Account following the Election, and the amount
remaining in the Trust Account may be only a small fraction of the
approximately $[●] that was in the Trust Account as of January [●],
2022. In such event, we may need to obtain additional funds to
complete an initial business combination, and there can be no
assurance that such funds will be available on terms acceptable or
at all.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, holders of
our Class B ordinary shares (the “founder shares” and, together
with the public shares, the “shares” or “ordinary shares”),
including SCVX USA LLC (our “Sponsor”) and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of founder shares.
Under the Cayman Islands Companies Act and the Articles, the
approval of the Extension Proposal requires a special resolution,
being the affirmative vote of the holders of at least a two-thirds
majority of the then issued and outstanding ordinary shares who,
being present and entitled to vote at the Extraordinary General
Meeting, vote at the Extraordinary General Meeting, and the
Adjournment Proposal requires the affirmative vote of the holders
of at least a majority of the then issued and outstanding ordinary
shares who, being present and entitled to vote at the Extraordinary
General Meeting, vote at the Extraordinary General Meeting.
Under the Articles, no other business may be transacted at the
Extraordinary General Meeting.
Our board has fixed the close of business on January [●], 2022 as
the record date for determining our shareholders entitled to
receive notice of and vote at the Extraordinary General Meeting and
any adjournment thereof. Only holders of record of the ordinary
shares on that date are entitled to have their votes counted at the
Extraordinary General Meeting or any adjournment thereof. On the
record date of the Extraordinary General Meeting, there were
28,750,000 ordinary shares outstanding, of which 23,000,000 were
public shares and 5,750,000 were founder shares. The founder shares
carry voting rights in connection with the Extension Proposal and
the Adjournment Proposal, and we have been informed by our Sponsor
and current directors and officers that hold 5,750,000 founder
shares in the aggregate, that they intend to vote in favor of the
Extension Proposal and the Adjournment Proposal.
This Proxy Statement contains important information about the
Extraordinary General Meeting and the proposals. Please read it
carefully and vote your shares.
We will pay for the entire cost of soliciting proxies. In addition
to these mailed proxy materials, our directors and officers may
also solicit proxies in person, by telephone or by other means of
communication. These parties will not be paid any additional
compensation for soliciting proxies. We may also reimburse
brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
This Proxy Statement is dated January [●], 2022 and is first being
mailed to shareholders on or about January [●], 2022.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL
MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be
important to you. You should read carefully the entire
document.
Q. Why am I receiving this Proxy Statement? |
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A. We are a blank check company incorporated on November 15, 2019
as a Cayman Islands exempted company and formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. On January 28, 2020, we consummated
our IPO from which we derived gross proceeds of
$230,000,000. Like many blank check companies, our
Articles provide for the return of the funds held in trust to the
holders of ordinary shares sold in our IPO if there is no
qualifying business combination(s) consummated on or before a
certain date (in our case, January 28, 2022). Our Board
has determined that it is in the best interests of our shareholders
to extend the date that we have to consummate a business
combination to the Extended Date in order that our shareholders can
have the chance to participate in an investment opportunity. |
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Q. What is being voted on? |
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A. You are being asked to vote on:
● a proposal by special resolution to
extend the date by which the Company consummate a business
combination from January 28, 2022 to July 28, 2022; and
● a
proposal to approve the adjournment of the Extraordinary General
Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with, the
approval of the Extension Proposal.
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We will not
proceed with the Extension if redemptions of our public shares
would cause us to have less than $5,000,001 of net tangible assets
following approval of the Extension Proposal. |
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If the Extension
Proposal is approved and the Extension is implemented, the removal
of the Withdrawal Amount from the Trust Account in connection with
the Election will reduce the amount held in the Trust Account
following the Election. We cannot predict the amount
that will remain in the Trust Account if the Extension Proposal is
approved and the amount remaining in the Trust Account may be only
a small fraction of the approximately $[●] that was in the Trust
Account as of January [●], 2022. In such event, we may
need to obtain additional funds to complete the an initial business
combination, and there can be no assurance that such funds will be
available on terms acceptable or at all. |
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If the Extension
Proposal is not approved and we do not consummate a business
combination by January 28, 2022, as contemplated by our IPO
prospectus and in accordance with our Articles, we will (i) cease
all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our Board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. There will be no
redemption rights or liquidating distributions with respect to our
warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, holders of our
founder shares, including our Sponsor and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of the founder shares. |
Q. Why is the Company proposing the Extension
Proposal? |
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A. Our Articles provide for the return of the funds held in the
Trust Account to the holders of public shares if there is no
qualifying business combination(s) consummated on or before January
28, 2022. As we explain below, we may not be able to
complete an initial business combination by that date. |
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The purpose of
the Extension is to allow us more time to complete an initial
business combination. The Articles provide that we have
until January 28, 2022 to complete a business
combination. While we are currently in discussions with
respect to several potential business combination opportunities,
our Board currently believes that there will not be sufficient time
to complete a business combination by January 28,
2022. Therefore, our Board has determined that it is in
the best interests of our shareholders to extend the date that we
have to consummate a business combination to the Extended Date in
order that our shareholders can have the chance to participate in
an investment opportunity. |
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Accordingly, our
Board is proposing the Extension Proposal to extend the date by
which we must (i) consummate a business combination; (ii) cease our
operations except for the purpose of winding up if we fail to
complete such business combination, and (iii) redeem all the public
shares, from January 28, 2022 to July 28, 2022. |
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Q Why
should I vote “FOR” the Extension Proposal? |
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A. Our
Articles provide that if our shareholders approve an extension of
our obligation to redeem all of our public shares if we do not
complete our initial business combination before January 28, 2022,
we will provide our public shareholders with the opportunity to
redeem all or a portion of their ordinary shares upon such approval
at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest
earned, divided by the number of then outstanding public
shares. We believe that this provision of the Articles
was included to protect our shareholders from having to sustain
their investments for an unreasonably long period if we failed to
find a suitable business combination in the timeframe contemplated
by the Articles. |
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Our Board
believes current circumstances and negotiation warrant providing
those who believe a potential business combination to be an
attractive investment with an opportunity to consider such a
transaction, inasmuch as we are also affording shareholders who
wish to redeem their public shares the opportunity to do
so. If you do not elect to redeem your public shares,
you will retain the right to vote on any proposed initial business
combination in the future and the right to redeem your public
shares in connection with such initial business combination. |
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Whether a holder
of public shares votes in favor of or against the Extension
Proposal, if such proposal is approved, the holder may, but is not
required to, redeem all or a portion of its public shares for a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned,
divided by the number of then outstanding public
shares. We will not proceed with the Extension if
redemptions of our public shares would cause us to have less than
$5,000,001 of net tangible assets following approval of the
Extension Proposal. |
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Liquidation of
the Trust Account is a fundamental obligation of the Company to the
public shareholders and we are not proposing and will not propose
to change that obligation to the public shareholders. If
holders of public shares do not elect to redeem their public
shares, such holders will retain redemption rights in connection
with any future initial business combination we may
propose. Assuming the Extension Proposal is approved, we
will have until the Extended Date to complete a business
combination. |
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Our Board
recommends that you vote in favor of the Extension Proposal. |
Q. Why should I vote “FOR” the Adjournment
Proposal? |
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A. If the Adjournment Proposal is not approved by our shareholders,
our Board may not be able to adjourn the Extraordinary General
Meeting to a later date or dates in the event that there are
insufficient votes for, or otherwise in connection with, the
approval of the Extension Proposal. |
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If presented,
our Board recommends that you vote in favor of the Adjournment
Proposal. |
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Q. When would the Board abandon the Extension
Proposal? |
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A. Our Board
will abandon the Extension if our shareholders do not approve the
Extension Proposal. |
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Q. How
do the Company insiders intend to vote their shares? |
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A. Our
Sponsor and current directors and officers own an aggregate of
5,750,000 founder shares. Such founder shares represent
20.0% of our issued and outstanding ordinary shares. |
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The founder
shares carry voting rights in connection with the Extension
Proposal and the Adjournment Proposal, and we have been informed by
our Sponsor and current directors and officers that they intend to
vote in favor of the Extension Proposal and the Adjournment
Proposal. |
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In addition, our
Sponsor, directors, officers, advisors or any of their affiliates
may purchase public shares in privately negotiated transactions or
in the open market either prior to the Extraordinary General
Meeting. However, they have no current commitments,
plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such
transactions. None of the funds in the Trust Account
will be used to purchase public shares in such
transactions. Any such purchases that are completed
after the record date for the Extraordinary General Meeting may
include an agreement with a selling shareholder that such
shareholder, for so long as it remains the record holder of the
shares in question, will vote in favor of the Extension Proposal
and the Adjournment Proposal and/or will not exercise its
redemption rights with respect to the shares so
purchased. The purpose of such share purchases and other
transactions would be to increase the likelihood of that the
resolutions to be put to the Extraordinary General Meeting are
approved by the requisite number of votes. In the event
that such purchases do occur, the purchasers may seek to purchase
shares from shareholders who would otherwise have voted against the
Extension Proposal and the Adjournment Proposal and elected to
redeem their shares for a portion of the Trust
Account. Any such privately negotiated purchases may be
effected at purchase prices that are below or in excess of the
per-share pro rata portion of the Trust Account. Any
public shares held by or subsequently purchased by our affiliates
may be voted in favor of the Extension Proposal and the Adjournment
Proposal. |
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Q. What vote is required to adopt the Extension
Proposal? |
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A. The
approval of the Extension Proposal requires a special resolution
under the Cayman Islands Companies Act and the Articles, being the
affirmative vote of the holders of at least a two-thirds majority
of the then issued and outstanding ordinary shares who, being
present and entitled to vote at the Extraordinary General Meeting,
vote at the Extraordinary General Meeting. |
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Q. What vote is required to approve the Adjournment
Proposal? |
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A. The
approval of the Adjournment Proposal requires the affirmative vote
of the holders of a majority of the then issued and outstanding
ordinary shares who, being present and entitled to vote at the
Extraordinary General Meeting, vote at the Extraordinary General
Meeting. |
Q. What if I do not want to vote “FOR” the Extension
Proposal? |
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A. If you do not want the Extension Proposal to be approved, you
must vote “AGAINST” the proposals. If the Extension
Proposal is approved, and the Extension is implemented, then the
Withdrawal Amount will be withdrawn from the Trust Account and paid
pro rata to the redeeming holders. You will still be
entitled to make the Election if you vote against, abstain or do
not vote on the Extension Proposal. |
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Broker
“non-votes” and abstentions will count towards the quorum
requirement for the Extraordinary General Meeting but will have no
effect with respect to the approval of the Extension Proposal. |
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Q. What happens if the Extension Proposal is not
approved? |
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A. Our Board
will abandon the Extension if our shareholders do not approve the
Extension Proposal. If the Extension Proposal is not
approved and we do not consummate a business combination by January
28, 2022, as contemplated by our IPO prospectus and in accordance
with our Articles, we will (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including
interest (less taxes payable, and less up to $100,000 of interest
to pay liquidation expenses), divided by the number of then
outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders
and our Board, liquidate and dissolve, subject in the case of (ii)
and (iii), to its obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other
requirements of applicable law. |
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There will be no
redemption rights or liquidating distributions with respect to our
warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, holders of our
founder shares, including our Sponsor and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of the founder shares. |
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Q. If
the Extension Proposal is approved, what happens next? |
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A. We will
continue our efforts to identify potential acquisition targets and
complete an initial business combination. Upon approval
of the Extension Proposal by the requisite number of votes, the
Extension will become effective. We will remain a
reporting company under the Securities Exchange Act of
1934 (the “Exchange Act”) and our units, public shares
and warrants will remain publicly traded. |
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If the Extension
Proposal is approved, the removal of the Withdrawal Amount from the
Trust Account will reduce the amount remaining in the Trust Account
and increase the percentage interest of our ordinary shares held by
our Sponsor and our directors as a result of their ownership of the
founder shares. |
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If the Extension
Proposal is approved but we do not complete a business combination
by the Extended Date, we will (i) cease all operations except for
the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including
interest (less taxes payable, and less up to $100,000 of interest
to pay liquidation expenses), divided by the number of then
outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders
and our Board, liquidate and dissolve, subject in the case of (ii)
and (iii), to its obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other
requirements of applicable law. We cannot assure you
that the per share distribution from the Trust Account, if we
liquidate, will not be less than $10.00 due to unforeseen claims of
creditors. |
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There will be no
redemption rights or liquidating distributions with respect to our
warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, holders of our
founder shares, including our Sponsor and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of the founder shares. |
Q. What happens to the Company’s outstanding warrants if the
Extension Proposal is not approved? |
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A. If the Extension Proposal is not approved and we have not
consummated a business combination by January 28, 2022, we will (i)
cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. |
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There will be no
redemption rights or liquidating distributions with respect to our
warrants, which will expire worthless in the event of our winding
up. In the event of a liquidation, holders of our
founder shares, including our Sponsor and our directors, will not
receive any monies held in the Trust Account as a result of their
ownership of the founder shares. |
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Q. What happens to the Company’s outstanding warrants if the
Extension Proposal is approved? |
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A. If the
Extension Proposal is approved, we will retain the blank check
company restrictions previously applicable to us and continue to
attempt to consummate an initial business combination until the
Extended Date. The public warrants will remain
outstanding and will become exercisable for one Class A ordinary
share 30 days after the completion of an initial business
combination at an initial exercise price of $11.50 per warrant for
a period of five years, provided we have an effective registration
statement under the Securities Act of 1933 (the “Securities Act”)
covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus relating to them is available (or we
permit holders to exercise warrants on a cashless basis). |
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Q. If
I do not exercise my redemption rights now, would I still be able
to exercise my redemption rights in connection with any future
initial business combination? |
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A. Unless
you elect to redeem your shares at this time, you will be able to
exercise redemption rights in respect of any future initial
business combination, subject to any limitations set forth in our
Articles. |
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Q. How
do I change my vote? |
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A. You may
change your vote by sending a later-dated, signed proxy card to our
Secretary at SCVX Corp., 1220 L St. NW, Suite 100-397, Washington,
DC 20005, so that it is received prior to the Extraordinary General
Meeting or by attending the Extraordinary General Meeting in person
and voting. You also may revoke your proxy by sending a
notice of revocation to the same address, which must be received by
our Secretary prior to the Extraordinary General Meeting. |
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Please note,
however, that if on the record date your shares were held, not in
your name, but rather in an account at a brokerage firm, custodian
bank, or other nominee then you are the beneficial owner of shares
held in “street name” and these proxy materials are being forwarded
to you by that organization. If your shares are held in
street name, and you wish to attend the Extraordinary General
Meeting and vote at the Extraordinary General Meeting, you must
bring to the Extraordinary General Meeting a legal proxy from the
broker, bank or other nominee holding your shares, confirming your
beneficial ownership of the shares and giving you the right to vote
your shares. |
Q. How are votes counted? |
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A. Votes will be counted by the inspector of election appointed for
the Extraordinary General Meeting, who will separately count “FOR”
and “AGAINST” votes, abstentions and broker non-votes. The
Extension Proposal must be approved as special resolution, being
the affirmative vote of the holders of at least a two-thirds
majority of the then issued and outstanding ordinary shares who,
being present and entitled to vote at the Extraordinary General
Meeting, vote at the Extraordinary General Meeting, and the
Adjournment Proposal requires the affirmative vote of the holders
of at least a majority of the then issued and outstanding ordinary
shares who, being present and entitled to vote at the Extraordinary
General Meeting, vote at the Extraordinary General Meeting. |
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Accordingly, a
shareholder’s failure to vote by proxy or to vote in person at the
Extraordinary General Meeting means that such shareholder’s
ordinary shares will not count towards the quorum requirement for
the Extraordinary General Meeting and will not be
voted. An abstention or broker non-vote will be counted
towards the quorum requirement but will not count as a vote cast at
the Extraordinary General Meeting. |
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Q. If
my shares are held in “street name,” will my broker automatically
vote them for me? |
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A. No. Under the rules of various national and regional
securities exchanges, your broker, bank, or nominee cannot vote
your shares with respect to non-discretionary matters unless you
provide instructions on how to vote in accordance with the
information and procedures provided to you by your broker, bank, or
nominee. We believe all the proposals presented to the
shareholders will be considered non-discretionary and therefore
your broker, bank, or nominee cannot vote your shares without your
instruction. Your bank, broker, or other nominee can
vote your shares only if you provide instructions on how to
vote. You should instruct your broker to vote your
shares in accordance with directions you provide. If
your shares are held by your broker as your nominee, which we refer
to as being held in “street name,” you may need to obtain a proxy
form from the institution that holds your shares and follow the
instructions included on that form regarding how to instruct your
broker to vote your shares. |
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Q. What is a quorum requirement? |
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A. A quorum
of our shareholders is necessary to hold a valid Extraordinary
General Meeting. A quorum will be present at the
Extraordinary General Meeting if the holders of a majority of the
issued and outstanding ordinary shares entitled to vote at the
Extraordinary General Meeting are represented in person or by
proxy. As of the record date for the Extraordinary
General Meeting, the holders of at least 14,375,001 ordinary shares
would be required to achieve a quorum. |
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Your shares will
be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other
nominee) or if you vote in person at the Extraordinary General
Meeting. Abstentions and broker non-votes will be
counted towards the quorum requirement, but will not count as a
vote cast at the Extraordinary General Meeting. In the
absence of a quorum, the chairman of the meeting has power to
adjourn the Extraordinary General Meeting. |
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Q. Who
can vote at the Extraordinary General Meeting? |
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A. Only
holders of record of our ordinary shares at the close of business
on January [●], 2022 are entitled to have their vote counted at the
Extraordinary General Meeting and any adjournments or postponements
thereof. On this record date, 28,750,000 ordinary shares
were outstanding and entitled to vote. |
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Shareholder of
Record: Shares Registered in Your Name. If on the record
date your shares were registered directly in your name with our
transfer agent, Continental Stock Transfer & Trust Company,
then you are a shareholder of record. As a shareholder
of record, you may vote in person at the Extraordinary General
Meeting or vote by proxy. Whether or not you plan to
attend the Extraordinary General Meeting in person, we urge you to
fill out and return the enclosed proxy card to ensure your vote is
counted. |
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Beneficial
Owner: Shares Registered in the Name of a Broker or
Bank. If on the record date your shares were held, not
in your name, but rather in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. As a
beneficial owner, you have the right to direct your broker or other
agent on how to vote the shares in your account. You are
also invited to attend the Extraordinary General
Meeting. However, since you are not the shareholder of
record, you may not vote your shares in person at the Extraordinary
General Meeting unless you request and obtain a valid proxy from
your broker or other agent. |
Q. Does the Board recommend voting for the approval of the
Extension Proposal and the Adjournment Proposal? |
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A. Yes. After careful consideration of the terms and
conditions of these proposals, our Board has determined that the
Extension Proposal and, if presented, the Adjournment Proposal are
in the best interests of the Company and its
shareholders. The Board recommends that our shareholders
vote “FOR” the Extension Proposal and the Adjournment
Proposal. |
Q. What interests do the Company’s Sponsor, directors and
officers have in the approval of the proposals? |
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A. Our Sponsor, directors and officers have interests in the
proposals that may be different from, or in addition to, your
interests as a shareholder. These interests include
ownership, including indirect ownership, of founder shares and
warrants that may become exercisable in the future and loans by
them that will not be repaid in the event of our winding up and the
possibility of future compensatory arrangements. See the
section entitled “The Extension Proposal— Interests of our Sponsor,
Directors and Officers.” |
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Q. Do
I have appraisal rights if I object to the Extension
Proposal? |
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A. Our
shareholders do not have appraisal rights in connection with the
Extension Proposal under Cayman Islands law. |
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Q. What do I need to do now? |
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A. We urge
you to read carefully and consider the information contained in
this Proxy Statement, and to consider how the proposals will affect
you as a shareholder. You should then vote as soon as
possible in accordance with the instructions provided in this Proxy
Statement and on the enclosed proxy card. |
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Q. How
do I vote? |
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A. If you
are a holder of record of our ordinary shares, you may vote in
person at the Extraordinary General Meeting or by submitting a
proxy for the Extraordinary General Meeting. Whether or
not you plan to attend the Extraordinary General Meeting in person,
we urge you to vote by proxy to ensure your vote is
counted. You may submit your proxy by completing,
signing, dating and returning the enclosed proxy card in the
accompanying pre-addressed postage paid envelope. You
may still attend the Extraordinary General Meeting and vote in
person if you have already voted by proxy. |
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If your ordinary
shares are held in “street name” by a broker or other agent, you
have the right to direct your broker or other agent on how to vote
the shares in your account. You are also invited to
attend the Extraordinary General Meeting. However, since
you are not the shareholder of record, you may not vote your shares
in person at the Extraordinary General Meeting unless you request
and obtain a valid proxy from your broker or other agent. |
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Q. How
do I redeem my ordinary shares? |
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A. Each of
our public shareholders may submit an election that, if the
Extension is implemented, such public shareholder elects to redeem
all or a portion of his public shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned, divided by the number of then
outstanding public shares. You will also be able to
redeem your public shares in connection with any proposed initial
business combination, or if we have not consummated a business
combination by the Extended Date. |
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In order to
tender your ordinary shares for redemption, you must elect either
to physically tender your share certificates to Continental Stock
Transfer & Trust Company, the Company’s transfer agent, at
Continental Stock Transfer & Trust Company, 1 State Street 30th
Floor, New York, New York 10004, [Attn: Henry Farrell,
hfarrell@continentalstock.com,] or to deliver your shares to the
transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal
At Custodian) system, which election would likely be determined
based on the manner in which you hold your shares. You
should tender your ordinary shares in the manner described above
prior to 5:00 p.m. Eastern Time on January [●], 2022 (two business
days before the Extraordinary General Meeting). |
Q. What should I do if I receive more than one set of voting
materials? |
A. You may receive more than one set of voting materials, including
multiple copies of this Proxy Statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more
than one name or are registered in different
accounts. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold
shares. Please complete, sign, date and return each
proxy card and voting instruction card that you receive in order to
cast a vote with respect to all of your shares. |
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Q. Who
is paying for this proxy solicitation? |
A. We will
pay for the entire cost of soliciting proxies. In
addition to these mailed proxy materials, our directors and
officers may also solicit proxies in person, by telephone or by
other means of communication. These parties will not be
paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks
and other agents for the cost of forwarding proxy materials to
beneficial owners. |
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Q. Who
can help answer my questions? |
A. If you
have questions regarding the certification of your position or
delivery of your ordinary shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
[Attention: Henry Farrell]
[E-mail: hfarrell@continentalstock.com] |
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You may also
obtain additional information about us from documents we file with
the U.S. Securities and Exchange Commission (the “SEC”)
by following the instructions in the section entitled “Where You
Can Find More Information.” |
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains statements that are forward-looking
and as such are not historical facts. This includes, without
limitation, statements regarding the Company’s financial position,
business strategy and the plans and objectives of management for
future operations. These statements constitute projections,
forecasts and forward-looking statements, and are not guarantees of
performance. They involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by these statements. Such statements can be
identified by the fact that they do not relate strictly to
historical or current facts. When used in this Proxy Statement,
words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would” and
similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not
forward-looking. When the Company discusses its strategies or
plans, it is making projections, forecasts or forward-looking
statements. Such statements are based on the beliefs of, as well as
assumptions made by and information currently available to, the
Company’s management. Actual results and shareholders’ value will
be affected by a variety of risks and factors, including, without
limitation, international, national and local economic conditions,
merger, acquisition and business combination risks, financing
risks, geo-political risks, acts of terror or war, and those risk
factors described under “Item 1A. Risk Factors” of the Company’s
amended Annual Report on Form 10-K filed with the SEC on [July 14,
2021] and in other reports the Company files with the SEC. Many of
the risks and factors that will determine these results and
shareholders’ value are beyond the Company’s ability to control or
predict.
All such forward-looking statements speak only as of the date of
this Proxy Statement. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. All subsequent written or oral
forward-looking statements attributable to us or persons acting on
the Company’s behalf are qualified in their entirety by this
“Forward-Looking Statements” section.
BACKGROUND
We are a blank check company incorporated on November 15, 2019 as a
Cayman Islands exempted company and formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses.
On January 28, 2020, we consummated the IPO of our units (the
“units”), with each unit consisting of one Class A ordinary share,
par value $0.0001 per share, which we refer to as the “public
shares,” and one-half of one warrant. Simultaneously with the
closing of the IPO, we completed the private sale of 6,600,000
warrants (the “private placement warrants”) at a purchase price of
$1.00 per private placement warrant, to our Sponsor generating
gross proceeds to us of $6,600,000. The private placement warrants
are substantially identical to the warrants sold as part of the
units in the IPO, except that our Sponsor has agreed not to
transfer, assign or sell any of the private placement warrants
(except to certain permitted transferees) until 30 days after the
completion of our initial business combination. The private
placement warrants are also not redeemable by us so long as they
are held by our Sponsor or its permitted transferees, and they may
be exercised by our Sponsor and its permitted transferees on a
cashless basis.
Following the closing of the IPO, a total of $230,000,000 from the
net proceeds of the sale of the units in the IPO and certain of the
proceeds of the sale of the private placement warrants was placed
in a Trust Account. The Trust Account may be invested only in U.S.
government treasury bills with a maturity of one hundred and eighty
(180) days or less or in money market funds investing solely in
United States Treasuries and meeting certain conditions under Rule
2a-7 under the Investment Company Act of 1940, as amended, which
invest only in direct U.S. government obligations. At January [●],
2022, funds in the Trust Account totaled $[●] and were held in
money market funds.
Our Sponsor, directors and officers have interests in the proposals
that may be different from, or in addition to, your interests as a
shareholder. These interests include ownership of founder shares
and warrants that may become exercisable in the future and loans by
them that will not be repaid in the event of our winding up and the
possibility of future compensatory arrangements. See the section
entitled “The Extension Proposal—Interests of our Sponsor,
Directors and Officers.”
On the record date of the Extraordinary General Meeting, there were
28,750,000 ordinary shares outstanding, of which 23,000,000 were
public shares and 5,750,000 were founder shares. The founder shares
carry voting rights in connection with the Extension Proposal and
the Adjournment Proposal, and we have been informed by our Sponsor
and directors that hold 5,750,000 founder shares in the aggregate,
that they intend to vote in favor of the Extension Proposal and the
Adjournment Proposal.
Our principal executive offices are located at 1220 L St NW, Suite
100-397, Washington, DC 20005 and our telephone number is (202)
681-8461.
PROPOSAL 1—THE EXTENSION PROPOSAL
The
Extension Proposal
We are proposing to extend the date by which we have to consummate
a business combination to the Extended Date.
If the Extension Proposal is not approved and we do not consummate
a business combination by January 28, 2022, as contemplated by our
IPO prospectus and in accordance with our Articles, we will (i)
cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants,
which will expire worthless in the event of our winding up. In the
event of a liquidation, holders of our founder shares, including
our Sponsor and our directors, will not receive any monies held in
the Trust Account as a result of their ownership of the founder
shares.
The purpose of the Extension is to allow us more time to complete
an initial business combination. The Articles provide that we have
until January 28, 2022 to complete a business combination. While we
are currently in discussions with respect to several potential
business combination opportunities, our Board currently believes
that there will not be sufficient time to complete a business
combination by January 28, 2022. Therefore, our Board has
determined that it is in the best interests of our shareholders to
extend the date that we have to consummate a business combination
to the Extended Date in order that our shareholders can have the
chance to participate in an investment opportunity. This Extension
Proposal is being sought in connection with a proposed business
combination regarding which we are currently in discussion.
The
Board’s Reasons for the Extension Proposal
Our Articles provide that if our shareholders approve an extension
of our obligation to redeem all of our public shares if we do not
complete our initial business combination before January 28, 2022,
we will provide our public shareholders with the opportunity to
redeem all or a portion of their ordinary shares upon such approval
at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest
earned, divided by the number of then outstanding public shares. We
believe that this provision of the Articles was included to protect
our shareholders from having to sustain their investments for an
unreasonably long period if we failed to find a suitable business
combination in the timeframe contemplated by the Articles.
Our Board believes current circumstances and negotiation warrants
providing those who believe they might execute a potential business
combination to be an attractive investment with an opportunity to
consider such a transaction, inasmuch as we are also affording
shareholders who wish to redeem their public shares the opportunity
to do so. This Extension Proposal is being sought in connection
with a proposed business combination regarding which we are
currently in discussion. If you do not elect to redeem your public
shares, you will retain the right to vote on any proposed initial
business combination in the future and the right to redeem your
public shares in connection with such initial business
combination.
If the Extension Proposal is not Approved
Our board will abandon the Extension if our shareholders do not
approve the Extension Proposal. If the Extension Proposal is not
approved and we do not consummate a business combination by January
28, 2022, as contemplated by our IPO prospectus and in accordance
with our Articles, we will (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including
interest (less taxes payable, and less up to $100,000 of interest
to pay liquidation expenses), divided by the number of then
outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any);
and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders
and our Board, liquidate and dissolve, subject in the case of (ii)
and (iii), to its obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other
requirements of applicable law.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, holders of
our founder shares, including our Sponsor and our directors, will
not receive any monies held in the Trust Account as a result of
their ownership of the founder shares.
If the Extension Proposal is Approved
Upon approval of the Extension Proposal the Extension will be
implemented. We will remain a reporting company under the Exchange
Act, and our units, public shares and warrants will remain publicly
traded.
If the Extension Proposal is approved and the Extension is
implemented, the removal of the Withdrawal Amount from the Trust
Account in connection with the Election will reduce the amount held
in the Trust Account following the Election. We cannot predict the
amount that will remain in the Trust Account if the Extension
Proposal is approved and the amount remaining in the Trust Account
may be only a small fraction of the approximately $[●] that was in
the Trust Account as of January [●], 2022. In such event, we may
need to obtain additional funds to complete an initial business
combination, and there can be no assurance that such funds will be
available on terms acceptable or at all.
If the Extension Proposal is approved but we do not complete a
business combination by the Extended Date, we will (i) cease all
operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our Board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. We cannot assure you that the
per share distribution from the Trust Account, if we liquidate,
will not be less than $10.00 due to unforeseen claims of creditors.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, holders of
our founder shares, including our Sponsor and our directors, will
not receive any monies held in the Trust Account as a result of
their ownership of the founder shares.
Full
Text of Resolution
“RESOLVED, as a special resolution, that the extension of the date
by which the Company must either (a) consummate a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities or (b) (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem all of the Company’s
Class A ordinary shares included as part of the units sold in the
Company’s initial public offering that was consummated on January
28, 2020; and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining
members and the Company’s board of directors, liquidate and
dissolve, subject in the case of (ii) and (iii), to its obligations
under Cayman Islands law to provide for claims of creditors and in
all cases subject to the other requirements of applicable law, from
January 28, 2022 to July 28, 2022 be confirmed, ratified and
approved in all respects.”
Vote
Required for Approval
The Extension Proposal must be approved as ordinary special
resolution under the Cayman Islands Companies Act and the Articles,
being the affirmative vote of the holders of a two-thirds majority
of the then issued and outstanding ordinary shares who, being
present and entitled to vote at the Extraordinary General Meeting,
vote at the Extraordinary General Meeting. Abstentions and broker
non-votes, while considered present for the purposes of
establishing a quorum, will not count as a vote cast at the
Extraordinary General Meeting.
Recommendation of the Board
As herein, after careful consideration of all relevant factors, our
Board has determined that the Extension Proposal is in the best
interests of the Company and its shareholders. Our Board has
approved and declared advisable adoption of the Extension Proposal
and recommends that you vote “FOR” such proposal.
After careful consideration of all relevant factors, our Board
determined that the Extension Proposal is in the best interests of
the Company and its shareholders.
Our Board unanimously recommends that our shareholders vote
“FOR” the approval of the Extension Proposal.
PROPOSAL 2—THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to
adjourn the Extraordinary General Meeting to a later date or dates
to permit further solicitation of proxies. The Adjournment Proposal
is only expected to be presented to our shareholders in the event
that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Proposal. In no event will our
Board adjourn the Extraordinary General Meeting beyond January 28,
2022.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders,
our Board may not be able to adjourn the Extraordinary General
Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the
Extension Proposal.
Full
Text of the Resolution
“RESOLVED, as an ordinary resolution, that the Extraordinary
General Meeting be adjourned in accordance with the amended and
restated memorandum and articles of association of the Company to a
later date as directed by the chairman of the Extraordinary General
Meeting to permit the further solicitation of proxies by the
Company.”
Vote
Required for approval
The Adjournment Proposal must be approved by the affirmative vote
of the holders of a majority of the then issued and outstanding
ordinary shares who, being present and entitled to vote at the
Extraordinary General Meeting, vote at the Extraordinary General
Meeting. Abstentions and broker non-votes, while considered present
for the purposes of establishing a quorum, will not count as a vote
cast at the Extraordinary General Meeting.
Recommendation of the Board
If presented, our Board unanimously recommends that our
shareholders vote “FOR” the approval of the Adjournment
Proposal.
THE EXTRAORDINARY GENERAL MEETING
Date, Time and Place. The Extraordinary General Meeting of
our shareholders will be held at 9:00 a.m. Eastern Time on January
[●], 2022 at the offices of Willkie Farr & Gallagher LLP,
located at 787 Seventh Avenue, New York, New York 10019 (only to
the extent consistent with, or permitted by, applicable law and
directives of public health authorities). In the interest of public
health, and due to the impact of the coronavirus, we are also
planning for the meeting to be held virtually over the Internet,
but the physical location of the meeting will remain at the
location specified above for the purposes of our Amended and
Restated Memorandum and Articles of Association.
Voting Power; Record Date. You will be entitled to vote or
direct votes to be cast at the Extraordinary General Meeting, if
you owned the ordinary shares at the close of business on January
[●], 2022, the record date for the Extraordinary General Meeting.
You will have one vote per proposal for each ordinary share you
owned at that time. The Company warrants do not carry voting
rights.
Votes Required. The approval of the Extension Proposal
requires a special resolution, being the affirmative vote of the
holders of at least a two-thirds majority of the then issued and
outstanding ordinary shares who, being present and entitled to vote
at the Extraordinary General Meeting, vote at the Extraordinary
General Meeting, and the Adjournment Proposal requires the
affirmative vote of the holders of at least a majority of the then
issued and outstanding ordinary shares who, being present and
entitled to vote at the Extraordinary General Meeting, vote at the
Extraordinary General Meeting. Abstentions and broker non-votes,
while considered present for the purposes of establishing a quorum,
will not count as a vote cast at the Extraordinary General
Meeting.
On the record date of the Extraordinary General Meeting, there were
28,750,000 ordinary shares outstanding, of which 23,000,000 were
public shares and 5,750,000 were founder shares. The founder shares
carry voting rights in connection with the Extension Proposal and
the Adjournment Proposal, and we have been informed by our Sponsor
and directors that hold 5,750,000 founder shares in the aggregate,
that they intend to vote in favor of the Extension Proposal and the
Adjournment Proposal.
If you do not want the Extension Proposal to be approved, you must
vote “AGAINST” the proposal. If the Extension Proposal is approved
and the Extension is implemented, then the Withdrawal Amount will
be withdrawn from the Trust Account and paid pro rata to the
redeeming holders. You will still be entitled to make the Election
if you vote against, abstain or do not vote on the Extension
Proposal.
Proxies; Board Solicitation. Your proxy is being solicited
by our Board on the proposal to approve the Extension Proposal
being presented to shareholders at the Extraordinary General
Meeting. No recommendation is being made as to whether you should
elect to redeem your shares. Proxies may be solicited in person or
by telephone. If you grant a proxy, you may still revoke your proxy
and vote your shares in person at the Extraordinary General Meeting
if you are a holder of record of the ordinary shares.
Required Vote
The approval of the Extension Proposal requires a special
resolution, being the affirmative vote of the holders of at least a
two-thirds majority of the then issued and outstanding ordinary
shares who, being present and entitled to vote at the Extraordinary
General Meeting, vote at the Extraordinary General Meeting, and the
Adjournment Proposal requires the affirmative vote of the holders
of at least a majority of the then issued and outstanding ordinary
shares who, being present and entitled to vote at the Extraordinary
General Meeting, vote at the Extraordinary General Meeting.
Abstentions and broker non-votes, while considered present for the
purposes of establishing a quorum, will not count as a vote cast at
the Extraordinary General Meeting.
If the Extension Proposal is not approved and we do not consummate
a business combination by January 28, 2022, as contemplated by our
IPO prospectus and in accordance with our Articles, we will (i)
cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our Board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. We cannot assure you that the
per share distribution from the Trust Account, if we liquidate,
will not be less than $10.00 due to unforeseen claims of creditors.
There will be no redemption rights or liquidating distributions
with respect to our warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, holders of
our founder shares, including our Sponsor and our directors, will
not receive any monies held in the Trust Account as a result of
their ownership of the founder shares.
In addition, our Sponsor, directors, officers, advisors or any of
their affiliates may purchase public shares in privately negotiated
transactions or in the open market either prior to the
Extraordinary General Meeting. However, they have no current
commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such
transactions. None of the funds in the Trust Account will be used
to purchase public shares in such transactions. Any such purchases
that are completed after the record date for the Extraordinary
General Meeting may include an agreement with a selling shareholder
that such shareholder, for so long as it remains the record holder
of the shares in question, will vote in favor of the Extension
Proposal and/or will not exercise its redemption rights with
respect to the shares so purchased. The purpose of such share
purchases and other transactions would be to increase the
likelihood of that the resolutions to be put to the Extraordinary
General Meeting are approved by the requisite number of votes. In
the event that such purchases do occur, the purchasers may seek to
purchase shares from shareholders who would otherwise have voted
against the Extension Proposal and elected to redeem their shares
for a portion of the Trust Account. Any such privately negotiated
purchases may be effected at purchase prices that are below or in
excess of the per-share pro rata portion of the Trust Account. Any
public shares held by or subsequently purchased by our affiliates
may be voted in favor of the Extension Proposal. None of our
Sponsor, directors, officers, advisors or their affiliates may make
any such purchases when they are in possession of any material
non-public information not disclosed to the seller or during a
restricted period under Regulation M under the Exchange Act.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that our Sponsor, directors and officers have interests
that may be different from, or in addition to, your interests as a
shareholder. These interests include, among other things, the
interests listed below:
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If we do not consummate our initial business combination
transaction by January 28, 2022, which is 24 months from the
closing of our IPO, or by the Extended Date if the Extension
Proposal is approved by the requisite number of votes, we would (i)
cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less taxes payable, and less up to
$100,000 of interest to pay liquidation expenses), divided by the
number of then outstanding public shares, which redemption will
completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidating distributions,
if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining
shareholders and our Board, liquidate and dissolve, subject in the
case of (ii) and (iii), to its obligations under Cayman Islands law
to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. In such event, the founder
shares, all of which are owned by our Sponsor and directors, would
be worthless because following the redemption of the public shares,
we would likely have few, if any, net assets and because our
holders of our founder shares have agreed to waive their rights to
liquidating distributions from the Trust Account with respect to
the founder shares if we fail to complete a business combination
within the required period. |
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In addition, simultaneously with the closing of our IPO, we
consummated the sale of 6,600,000 private placement warrants at a
price of $1.00 per warrant in a private placement to our Sponsor.
The warrants are each exercisable for one ordinary share at $11.50
per share. If we do not consummate our initial business combination
by January 28, 2022, or by the Extended Date if the Extension
Proposal is approved by the requisite number of votes, then a
portion of the proceeds from the sale of the private placement
warrants will be part of the liquidating distribution to the public
shareholders and the warrants held by our Sponsor will be
worthless. |
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Our directors and executive officers may continue to be
directors and officers of any acquired business after the
consummation of an initial business combination. As such, in the
future they will receive any cash fees, stock options or stock
awards that a post-business combination Board determines to pay to
its directors and officers if they continue as directors and
officers following such initial business combination. |
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In order to protect the amounts held in the Trust Account, our
Sponsor has agreed that it will be liable to us if and to the
extent any claims by a third party (other than our independent
registered public accounting firm) for services rendered or
products sold to us, or a prospective target business with which we
have discussed entering into a transaction agreement, reduce the
amount of funds in the trust account to below (i) $10.00 per public
share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account if
less than $10.00 per share due to reductions in the value of the
trust assets, in each case net of the interest which may be
withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the
trust account and except as to any claims under our indemnity of
the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. |
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Following consummation of our initial business combination, our
Sponsor, our officers and directors and their respective affiliates
would be entitled to reimbursement for any out-of-pocket expenses
related to identifying, investigating, negotiating and completing
an initial business combination, and repayment of any other loans,
if any, and on such terms as to be determined by us from time to
time, made by our Sponsor or an affiliate of our sponsor or certain
of our officers and directors to finance transaction costs in
connection with an intended initial business combination. However,
if we fail to consummate a business combination within the
applicable period, our Sponsor and our officers and directors and
their respective affiliates will not have any claim against the
Trust Account for reimbursement, and we may not otherwise be able
to reimburse them. |
Redemption Rights
If the Extension Proposal is approved, and the Extension is
implemented, each of our public shareholders may submit an election
that such public shareholder elects to redeem all or a portion of
his public shares at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account,
including interest earned, divided by the number of then
outstanding public shares. You will also be able to redeem your
public shares in connection with any proposed initial business
combination, or if we have not consummated a business combination
by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO [5:00 P.M.] EASTERN TIME ON JANUARY
[●], 2022 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL
MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE
CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR
TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING
DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN.
YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE
REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In order to tender your ordinary shares for redemption, you must
elect either to physically tender your share certificates to
Continental Stock Transfer & Trust Company, our transfer agent,
at Continental Stock Transfer & Trust Company, 1 State Street
30th Floor, New York, New York 10004, [Attn: Henry Farrell,
hfarrell@continentalstock.com,] or to deliver your shares to the
transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal
At Custodian) system, which election would likely be determined
based on the manner in which you hold your shares. You should
tender your ordinary shares in the manner described above prior to
5:00 p.m. Eastern Time on January [●], 2022 (two business days
before the Extraordinary General Meeting).
Through the DWAC system, this electronic delivery process can be
accomplished by the shareholder, whether or not it is a record
holder or its shares are held in “street name,” by contacting the
transfer agent or its broker and requesting delivery of its shares
through the DWAC system. Delivering shares physically may take
significantly longer. In order to obtain a physical share
certificate, a shareholder’s broker and/or clearing broker, DTC,
and our transfer agent will need to act together to facilitate this
request. There is a nominal cost associated with the
above-referenced tendering process and the act of certificating the
shares or delivering them through the DWAC system. The transfer
agent will typically charge the tendering broker $80 and the broker
would determine whether or not to pass this cost on to the
redeeming holder. It is our understanding that shareholders should
generally allot at least two weeks to obtain physical certificates
from the transfer agent. We do not have any control over this
process or over the brokers or DTC, and it may take longer than two
weeks to obtain a physical share certificate. Such shareholders
will have less time to make their investment decision than those
shareholders that deliver their shares through the DWAC system.
Shareholders who request physical share certificates and wish to
redeem may be unable to meet the deadline for tendering their
shares before exercising their redemption rights and thus will be
unable to redeem their shares.
Certificates that have not been tendered in accordance with these
procedures prior to the vote on the Extension Proposal at the
Extraordinary General Meeting will not be redeemed for cash held in
the Trust Account on the redemption date. In the event that a
public shareholder tenders its shares and decides prior to the vote
at the Extraordinary General Meeting that it does not want to
redeem its shares, the shareholder may withdraw the tender. If you
delivered your ordinary shares for redemption to our transfer agent
and decide prior to the vote at the Extraordinary General Meeting
not to redeem your shares, you may request that our transfer agent
return the shares (physically or electronically). You may make such
request by contacting our transfer agent at the address listed
above. In the event that a public shareholder tenders shares and
the Extension Proposal is not approved, these shares will not be
redeemed and the physical certificates representing these shares
will be returned to the shareholder promptly following the
determination that the Extension Proposal will not be approved. The
transfer agent will hold the certificates of public shareholders
that make the Election until such shares are redeemed for cash or
returned to such shareholders.
If properly demanded, we will redeem each public share for a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned,
divided by the number of then outstanding public shares. Based upon
the amount in the Trust Account as of [●], 2022, which was $[●], we
anticipate that the per-share price at which public shares will be
redeemed from cash held in the Trust Account will be approximately
$10.[●] at the time of the Extraordinary General Meeting. The
closing price of the public shares on the New York Stock Exchange
on January [●], 2022, the most recent practicable closing price
prior to the mailing of this Proxy Statement, was $[●]. We cannot
assure shareholders that they will be able to sell their shares in
the open market, even if the market price per share is higher than
the redemption price stated above, as there may not be sufficient
liquidity in our securities when such shareholders wish to sell
their shares.
If you exercise your redemption rights, you will be exchanging your
ordinary shares for cash and will no longer own the shares. You
will be entitled to receive cash for these shares only if you
properly demand redemption and tender your share certificate(s) to
our transfer agent prior to the vote on the Extension Proposal at
the Extraordinary General Meeting. We anticipate that a public
shareholder who tenders ordinary shares for redemption in
connection with the vote to approve the Extension Proposal would
receive payment of the redemption price for such shares soon after
the Extraordinary General Meeting.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS
EXERCISING REDEMPTION RIGHTS
The following discussion is a summary of the U.S. federal income
tax considerations generally applicable to Redeeming U.S. Holders
(as defined below) in connection with an Election. This discussion
is limited to certain U.S. federal income tax considerations to
Redeeming U.S. Holders that hold our Class A ordinary shares as a
capital asset under the U.S. Internal Revenue Code of 1986, as
amended (the “Code”). This discussion is a summary only and does
not consider all aspects of U.S. federal income taxation that may
be relevant to a Redeeming U.S. Holder in connection with an
Election, including:
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our Sponsor, founders, officers or directors; |
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financial institutions or financial services entities; |
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taxpayers that are subject to the mark-to-market accounting
rules; |
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governments or agencies or instrumentalities thereof; |
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regulated investment companies; |
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real estate investment trusts; |
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expatriates or former long-term residents of the United
States; |
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persons that actually or constructively own five percent or
more of our voting shares; |
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persons that acquired our securities pursuant to an exercise of
employee share options, in connection with employee share incentive
plans or otherwise as compensation or in connection with
services; |
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persons that hold our securities as part of a straddle,
constructive sale, hedging, conversion or other integrated or
similar transaction; or |
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Redeeming U.S. Holders (as defined below) whose functional
currency is not the U.S. dollar. |
Moreover, the discussion below is based upon the provisions of the
Code, the Treasury regulations promulgated thereunder and
administrative and judicial interpretations thereof, all as of the
date hereof, and such provisions may be repealed, revoked, modified
or subject to differing interpretations, possibly on a retroactive
basis, so as to result in U.S. federal income tax consequences
different from those discussed below. Furthermore, this discussion
does not address any aspect of U.S. federal non-income tax laws,
such as gift, estate or Medicare contribution tax laws, or state,
local or non-U.S. tax laws. We have not sought, and will not seek,
a ruling from the U.S. Internal Revenue Service (“IRS”) as to any
U.S. federal income tax consequence described herein. The IRS may
disagree with the discussion herein, and its determination may be
upheld by a court. Moreover, there can be no assurance that future
legislation, regulations, administrative rulings or court decisions
will not adversely affect the accuracy of the statements in this
discussion.
This discussion does not consider the tax treatment of partnerships
or other pass-through entities or persons who hold our securities
through such entities. If a partnership (or other entity or
arrangement classified as a partnership for U.S. federal income tax
purposes) is the beneficial owner of our securities, the U.S.
federal income tax treatment of a partner in the partnership
generally will depend on the status of the partner and the
activities of the partner and the partnership. If you are a partner
of a partnership holding our securities, we urge you to consult
your own tax advisor.
As used herein, a “Redeeming U.S. Holder” is a beneficial owner of
our Class A ordinary shares that hold its Class A ordinary shares
as a capital asset for U.S. federal income tax purposes and elects
to have such Class A ordinary shares redeemed for cash pursuant to
the exercise of redemption rights through an Election and is, for
U.S. federal income tax purposes: (i) an individual citizen or
resident of the United States, (ii) a corporation (or other entity
treated as a corporation for U.S. federal income tax purposes) that
is created or organized (or treated as created or organized) in or
under the laws of the United States, any state thereof or the
District of Columbia, (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source or
(iv) a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust
and one or more United States persons have the authority to control
all substantial decisions of the trust, or (B) it has in effect a
valid election to be treated as a United States person.
THIS DISCUSSION IS ONLY A SUMMARY OF U.S. FEDERAL INCOME TAX
CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S.
HOLDER IS URGED TO CONSULT ITS TAX ADVISORS WITH RESPECT TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH REDEEMING U.S. HOLDER OF THE
EXERCISE OF REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX
LAWS.
Redemption as Sale of Class A Ordinary Shares or Corporate
Distribution
Subject to the passive foreign investment company (“PFIC”) rules
discussed below, the U.S. federal income tax consequences of a
redemption pursuant to an Election to a Redeeming U.S. Holder will
depend, in part, on whether such redemption qualifies as a sale of
the redeemed Class A ordinary shares under Section 302 of the Code.
If the redemption by us qualifies as a sale of Class A ordinary
shares, the Redeeming U.S. Holder will be treated as described
under “—Sale of Class A Ordinary Shares” below. If the redemption
by us does not qualify as a sale of Class A ordinary shares, the
U.S. Holder will be treated as receiving a corporate distribution
with the tax consequences described below under “—Corporate
Distribution.” Whether a redemption by us qualifies for sale
treatment will depend largely on the total number of our shares
treated as held by the Redeeming U.S. Holder (including any shares
constructively owned by the Redeeming U.S. Holder described in the
following paragraph) relative to all of our shares outstanding both
before and after such redemption. The redemption by us of Class A
ordinary shares generally will be treated as a sale of the Class A
ordinary shares (rather than as a corporate distribution) if such
redemption (i) is “substantially disproportionate” with respect to
the Redeeming U.S. Holder, (ii) results in a “complete termination”
of the Redeeming U.S. Holder’s interest in us or (iii) is “not
essentially equivalent to a dividend” with respect to the Redeeming
U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a
Redeeming U.S. Holder takes into account not only our shares
actually owned by the Redeeming U.S. Holder, but also our shares
that are constructively owned by it. A Redeeming U.S. Holder may
constructively own, in addition to shares owned directly, shares
owned by certain related individuals and entities in which the
Redeeming U.S. Holder has an interest or that have an interest in
such Redeeming U.S. Holder, as well as any shares the Redeeming
U.S. Holder has a right to acquire by exercise of an option, which
would generally include Class A ordinary shares which could be
acquired pursuant to the exercise of our warrants. In order to meet
the substantially disproportionate test, the percentage of our
outstanding voting shares actually and constructively owned by the
Redeeming U.S. Holder immediately following the redemption of
Redeeming Class A ordinary shares must, among other requirements,
be less than 80 percent of the percentage of our outstanding voting
shares actually and constructively owned by the Redeeming U.S.
Holder immediately before the redemption. Prior to our initial
business combination, the Class A ordinary shares may not be
treated as voting stock for this purpose and, consequently, this
substantially disproportionate test may not be applicable. There
will be a complete termination of a Redeeming U.S. Holder’s
interest if either (i) all of our shares actually and
constructively owned by the Redeeming U.S. Holder are redeemed or
(ii) all of our shares actually owned by the Redeeming U.S. Holder
are redeemed and the Redeeming U.S. Holder is eligible to waive,
and effectively waives in accordance with specific rules, the
attribution of shares owned by certain family members and the
Redeeming U.S. Holder does not constructively own any other shares
of ours. The redemption of the Class A ordinary shares will not be
essentially equivalent to a dividend with respect to a Redeeming
U.S. Holder if it results in a “meaningful reduction” of the
Redeeming U.S. Holder’s proportionate interest in us. Whether the
redemption will result in a meaningful reduction in a Redeeming
U.S. Holder’s proportionate interest in us will depend on the
particular facts and circumstances. However, the IRS has indicated
in a published ruling that even a small reduction in the
proportionate interest of a small minority shareholder in a
publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.” A Redeeming
U.S. Holder should consult with its own tax advisors as to the tax
consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption
will be treated as a corporate distribution and the tax effects
will be as described under “—Corporate Distribution” below. After
the application of those rules, any remaining tax basis of the U.S.
Holder in the redeemed Class A ordinary shares will be added to the
U.S. Holder’s adjusted tax basis in its remaining shares, or, if it
has none, to the Redeeming U.S. Holder’s adjusted tax basis in its
warrants or possibly in other shares constructively owned by
it.
Sale
of Class A Ordinary Shares
Subject to the PFIC rules discussed below, a U.S. Holder generally
will recognize capital gain or loss on such sale of our Class A
ordinary shares. Any such capital gain or loss generally will be
long-term capital gain or loss if the Redeeming U.S. Holder’s
holding period for such Class A ordinary shares exceeds one
year.
The amount of gain or loss recognized on such sale generally will
be equal to the difference between (i) the sum of the amount of
cash received in the sale and (ii) the Redeeming U.S. Holder’s
adjusted tax basis in its Class A ordinary shares so sold. A
Redeeming U.S. Holder’s adjusted tax basis in its Class A ordinary
shares generally will equal the Redeeming U.S. Holder’s acquisition
cost for its Class A ordinary shares reduced by any prior
distributions treated as a return of capital. Long-term capital
gain realized by a non-corporate Redeeming U.S. Holder is currently
eligible to be taxed at reduced rates. The deduction of capital
losses is subject to certain limitations.
Corporate Distribution
Subject to the PFIC rules discussed below, a Redeeming U.S. Holder
generally will be required to include in gross income as dividends
the amount of any such corporate distribution to the extent paid
out of our current or accumulated earnings and profits (as
determined under U.S. federal income tax principles). Such
dividends paid by us will be taxable to a corporate Redeeming U.S.
Holder at regular rates and will not be eligible for the
dividends-received deduction generally allowed to domestic
corporations in respect of dividends received from other domestic
corporations. Distributions in excess of such earnings and profits
generally will be applied against and reduce the Redeeming U.S.
Holder’s basis in its Class A ordinary shares (but not below zero)
and, to the extent in excess of such basis, will be treated as gain
from the sale or exchange of such Class A ordinary shares (see
“—Sale of Class A Ordinary Shares” above).
With respect to non-corporate Redeeming U.S. Holders, under tax
laws currently in effect, dividends generally will be taxed at the
lower applicable long-term capital gains rate (see “—Sale of Class
A Ordinary Shares” above) only if our Class A ordinary shares are
readily tradable on an established securities market in the United
States and certain other requirements are met. Redeeming U.S.
Holders should consult their tax advisors regarding the
availability of such lower rate for any dividends paid with respect
to our Class A ordinary shares.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation will be classified as a PFIC
for U.S. federal income tax purposes if either (i) at least 75% of
its gross income in a taxable year, including its pro rata share of
the gross income of any corporation in which it is considered to
own at least 25% of the shares by value, is passive income or (ii)
at least 50% of its assets in a taxable year (ordinarily determined
based on fair market value and averaged quarterly over the year),
including its pro rata share of the assets of any corporation in
which it is considered to own at least 25% of the shares by value,
are held for the production of, or produce, passive income. Passive
income generally includes dividends, interest, rents and royalties
(other than rents or royalties derived from the active conduct of a
trade or business) and gains from the disposition of passive
assets. For purposes of these rules, interest income earned by us
would be considered to be passive income and cash held by us would
be considered to be a passive asset.
Because we are a blank check company with no current active
business, based upon the composition of our income and assets, and
upon a review of our financial statements, we believe that it is
likely we were a PFIC for our initial taxable year ended December
31, 2019, and our taxable year ended on December 31, 2020 and will
likely be considered a PFIC for our current taxable year.
Accordingly, if a Redeeming U.S. Holder does not make in respect of
our Class A ordinary shares (i) a timely qualified electing fund
(“QEF”) election for our first taxable year as a PFIC in which the
Redeeming U.S. Holder held (or was deemed to hold) Class A ordinary
shares or (ii) a timely “mark to market” election, in each case, as
described below, such Redeeming U.S. Holder generally will be
subject to special rules with respect to:
|
● |
any gain recognized by the Redeeming U.S. Holder on the sale of
its Class A ordinary shares, which would include a redemption
pursuant to an Election, if such redemption is treated as a sale
under the rules discussed above under the heading “Redemption as
Sale of Class A Ordinary Shares or Corporate Distribution”;
and |
|
● |
any “excess distribution” made to the Redeeming U.S. Holder
(generally, any distributions to such Redeeming U.S. Holder during
a taxable year of the Redeeming U.S. Holder that are greater than
125% of the average annual distributions received by such Redeeming
U.S. Holder in respect of the Class A ordinary shares during the
three preceding taxable years of such Redeeming U.S. Holder or, if
shorter, such Redeeming U.S. Holder’s holding period for the Class
A ordinary shares), which may include a redemption pursuant to an
Election to the extent such redemption is treated as a corporate
distribution under the rules discussed above under the heading
“Redemption as Sale of Class A Ordinary Shares or Corporate
Distribution.” |
Under these special rules:
|
● |
the Redeeming U.S. Holder’s gain or excess distribution will be
allocated ratably over the Redeeming U.S. Holder’s holding period
for the Class A ordinary shares; |
|
● |
the amount allocated to the Redeeming U.S. Holder’s taxable
year in which the Redeeming U.S. Holder recognized the gain or
received the excess distribution, or to the period in the Redeeming
U.S. Holder’s holding period before the first day of our first
taxable year in which we are a PFIC, will be taxed as ordinary
income; |
|
● |
the amount allocated to other taxable years (or portions
thereof) of the Redeeming U.S. Holder and included in its holding
period will be taxed at the highest tax rate in effect for that
year and applicable to the Redeeming U.S. Holder; and |
|
● |
an additional tax equal to the interest charge generally
applicable to underpayments of tax will be imposed on the Redeeming
U.S. Holder with respect to the tax attributable to each such other
taxable year of the Redeeming U.S. Holder. |
A Redeeming U.S. Holder that owns (or is deemed to own) shares in a
PFIC during any taxable year of the Redeeming U.S. Holder, may have
to file an IRS Form 8621 (whether or not a QEF or market-to-market
election is made) and such other information as may be required by
the U.S. Treasury Department. Failure to do so, if required, will
extend the statute of limitations until such required information
is furnished to the IRS.
The application of the PFIC rules is extremely complex.
Shareholders considering participating in the redemption should
consult with their tax advisors concerning the application of the
PFIC rules in their particular circumstances.
QEF Election
A Redeeming U.S. Holder may avoid the PFIC rules described above in
respect to our Class A ordinary shares by making a timely election
(if eligible to do so) to treat us as a QEF. If we are treated as a
QEF with respect to a Redeeming U.S. Holder, such Redeeming U.S.
Holder must include in gross income on a current basis (in the
taxable year of such Redeeming U.S. Holder in which or with which
our taxable year ends) its pro rata share of our net capital gains
(as long-term capital gain) and our ordinary earnings (as ordinary
income), in each case, whether or not distributed. A Redeeming U.S.
Holder generally may make a separate election to defer the payment
of taxes on undistributed income inclusions under these QEF rules,
but if deferred, any such taxes will be subject to an interest
charge.
If a Redeeming U.S. Holder has made a QEF election with respect to
our Class A ordinary shares for our first taxable year as a PFIC in
which the Redeeming U.S. Holder holds (or is deemed to hold) such
shares, (i) any gain recognized as a result of a redemption
pursuant to an Election (if such redemption is treated as a sale
under the rules discussed above under the heading “Redemption as
Sale of Class A Ordinary Shares or Corporate Distribution”)
generally will be taxable as capital gain and no additional tax
will be imposed under the PFIC rules, and (ii) to the extent such
redemption is treated as a corporate distribution under the rules
discussed above under the heading “Redemption as Sale of Class A
Ordinary Shares or Corporate Distribution,” any distribution of
ordinary earnings that were previously included in income generally
should not be taxable as a dividend to such Redeeming U.S. Holder.
The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be
increased by amounts that are included in income and decreased by
amounts distributed but not taxed as dividends under the above
rules.
The QEF election is made on a shareholder-by-shareholder basis and,
once made, can be revoked only with the consent of the IRS. A
Redeeming U.S. Holder generally makes a QEF election by attaching a
completed IRS Form 8621 (Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund), including
the information provided in a “PFIC Annual Information Statement”,
to a timely filed U.S. federal income tax return for the tax year
to which the election relates. Retroactive QEF elections generally
may be made only by filing a protective statement with such return
and if certain other conditions are met or with the consent of the
IRS. Redeeming U.S. Holders should consult their tax advisors
regarding the availability and tax consequences of a retroactive
QEF election under their particular circumstances.
If a Redeeming U.S. Holder makes a QEF election after our first
taxable year as a PFIC in which the Redeeming U.S. Holder held (or
was deemed to hold) Class A ordinary shares, the adverse PFIC tax
consequences (with adjustments to take into account any current
income inclusions resulting from the QEF election) will continue to
apply with respect to such Class A ordinary shares unless the
Redeeming U.S. Holder makes a purging election under the PFIC
rules. Under the purging election, the Redeeming U.S. Holder will
be deemed to have sold such Class A ordinary shares at their fair
market value and any gain recognized on such deemed sale will be
treated as an excess distribution, taxed under the PFIC rules
described above. As a result of the purging election, the Redeeming
U.S. Holder will have a new basis and holding period in such Class
A ordinary shares for purposes of the PFIC rules.
In order to comply with the requirements of a QEF election, a
Redeeming U.S. Holder must receive a “PFIC Annual Information
Statement” from us. Upon written request, we will endeavor to
provide to a U.S. Holder such information as the IRS may require,
including a “PFIC Annual Information Statement”, in order to enable
the U.S. Holder to make and maintain a QEF Election. There is no
assurance, however, that we will timely provide such required
information.
Mark-to-Market Election
Alternatively, if we are a PFIC and our Class A ordinary shares
constitute “marketable stock,” a Redeeming U.S. Holder may avoid
the adverse PFIC tax consequences discussed above if such Redeeming
U.S. Holder, at the close of the first taxable year in which it
holds (or is deemed to hold) our Class A ordinary shares, makes a
mark-to-market election with respect to such Class A ordinary
shares for such taxable year. Such Redeeming U.S. Holder generally
will include for each of its taxable years as ordinary income the
excess, if any, of the fair market value of its Class A ordinary
shares at the end of such year over its adjusted basis in its Class
A ordinary shares. The Redeeming U.S. Holder also will recognize an
ordinary loss in respect of the excess, if any, of its adjusted
basis of its Class A ordinary shares over the fair market value of
its Class A ordinary shares at the end of its taxable year (but
only to the extent of the net amount of previously included income
as a result of the mark-to-market election). The Redeeming U.S.
Holder’s basis in its Class A ordinary shares will be adjusted to
reflect any such income or loss amounts, and any further gain
recognized on a sale or other taxable disposition of its Class A
ordinary shares will be treated as ordinary income.
The mark-to-market election is available only for “marketable
stock,” generally, stock that is regularly traded on a national
securities exchange that is registered with the SEC, including the
New York Stock Exchange, or on a foreign exchange or market that
the IRS determines has rules sufficient to ensure that the market
price represents a legitimate and sound fair market value.
Redeeming U.S. Holders should consult their tax advisor regarding
the availability and tax consequences of a mark-to-market election
in respect to our Class A ordinary shares under their particular
circumstances.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial
ownership of the ordinary shares as of January [●], 2022 by:
|
● |
each person known by us to be the beneficial owner of more than
5% of our outstanding ordinary shares; |
|
● |
each of our executive officers and directors; and |
|
● |
all our executive officers and directors as a group. |
As of the record date, there were a total of 28,750,000 ordinary
shares outstanding. Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power
with respect to all ordinary shares beneficially owned by them.
Name and Address of Beneficial Owner(1) |
|
Amount and Nature of Beneficial Ownership |
|
|
Percent of Class |
|
SCVX USA LLC(2) |
|
|
4,657,500 |
|
|
|
16.2 |
% |
Michael Doniger |
|
|
575,000 |
|
|
|
2 |
% |
Hank Thomas |
|
|
287,500 |
|
|
|
1 |
% |
Chris Ahern |
|
|
86,250 |
|
|
|
* |
|
Sounil Yu |
|
|
28,750 |
|
|
|
* |
|
Jeff Lunglhofer |
|
|
28,750 |
|
|
|
* |
|
Daniel Coats |
|
|
57,500 |
|
|
|
* |
|
Vivian Schneck-Last |
|
|
28,750 |
|
|
|
* |
|
All directors and officers as a group
(8 individuals) |
|
|
5,750,000 |
|
|
|
20 |
% |
Hudson Bay Capital Management
LP(3) |
|
|
2,371,149 |
|
|
|
8.2 |
% |
Millennium Management, LLC(4) |
|
|
1,540,024 |
|
|
|
5.4 |
% |
RP Investment Advisors LP(5) |
|
|
1,289,455 |
|
|
|
4.5 |
% |
Periscope Capital, Inc.(6) |
|
|
1,250,800 |
|
|
|
4.4 |
% |
|
(1) |
Unless otherwise noted, the business address of each of our
shareholders is 1220 L St NW, Suite 100-397, Washington, DC
20005. |
|
(2) |
Strategic Cyber Ventures, LLC is the managing member of our
sponsor. Substantially all of the voting interests of Strategic
Cyber Ventures, LLC are held by Hudson Bay Master Fund Ltd., which
is managed by Hudson Bay Capital Management LP. Hudson Bay Capital
Management LP is managed by Hudson Bay Capital GP LLC of which
Sander Gerber is the managing member. Notwithstanding its ownership
structure, Strategic Cyber Ventures, LLC is entirely managed by a
board of directors, a majority of whom cannot be members, officers,
directors or employees of any members holding in excess of 25% of
the aggregate percentage interests in Strategic Cyber Ventures,
LLC, which currently includes Hudson Bay Master Fund Ltd., as set
forth in the books and records of Strategic Cyber Ventures, LLC. As
a result of the foregoing, each of Strategic Cyber Ventures, LLC,
Hudson Bay Master Fund Ltd., Hudson Bay Capital Management LP,
Hudson Bay Capital GP LLC and Sander Gerber may be deemed to
beneficially own the shares held by our sponsor. |
|
(3) |
According to the amended Schedule 13D filed on May 18, 2021,
Hudson Bay Capital Management LP (the “Investment Manager”), which
serves as the investment manager to Hudson Bay Master Fund Ltd.
(the “HB Fund”) in whose names the reported securities are held,
may be deemed to be the beneficial owner of the Class A ordinary
shares held by the HB Fund. Mr. Sander Gerber serves as the
managing member of Hudson Bay Capital GP LLC, which is the general
partner of the Investment Manager. Mr. Gerber disclaims beneficial
ownership of these securities. The business address for each of
these shareholders is 777 Third Avenue, 30th Floor, New York, NY
10017. |
|
(4) |
According to the Schedule 13G filed on January 27, 2021,
Integrated Core Strategies (US) LLC (“Integrated Core Strategies),
Riverview Group LLC (“Riverview Group”) and ICS Opportunities, Ltd.
(“ICS Opportunities”) are the beneficial owners of the Class A
ordinary shares. Millennium International Management LP is the
investment manager to ICS Opportunities and may be deemed to have
shared voting control and investment discretion over securities
owned by ICS Opportunities. Millennium Management LLC, a Delaware
limited liability company (“Millennium Management”), is the general
partner of the managing member of Integrated Core Strategies and
Riverview Group and may be deemed to have shared voting control and
investment discretion over securities owned by Integrated Core
Strategies and Riverview Group. Millennium Management is also the
general partner of the 100% owner of ICS Opportunities and may also
be deemed to have shared voting control and investment discretion
over securities owned by ICS Opportunities. Millennium Group
Management LLC, a Delaware limited liability company (“Millennium
Group Management”), is the managing member of Millennium Management
and may also be deemed to have shared voting control and investment
discretion over securities owned by Integrated Core Strategies and
Riverview Group. Millennium Group Management is also the general
partner of Millennium International Management and may also be
deemed to have shared voting control and investment discretion over
securities owned by ICS Opportunities. The managing member of
Millennium Group Management is a trust of which Israel A.
Englander, a United States citizen, currently serves as the sole
voting trustee. Therefore, Mr. Englander may also be deemed to have
shared voting control and investment discretion over securities
owned by Integrated Core Strategies, Riverview Group and ICS
Opportunities. The business address for each of these shareholders
is c/o Millennium International Management LLC, 666 Fifth Avenue,
New York, New York 10103. |
|
(5) |
According to the Schedule 13G filed on February 16, 2021, RP
Select Opportunities Master Fund Ltd., RP Alternative Global Bond
Fund and RP SPAC Fund (the “RP Funds”) are the record and direct
beneficial owners of the Class A ordinary shares. RP Investment
Advisors LP is the investment advisor of, and may be deemed to
beneficially own securities owned by, the RP Funds. The business
address for each of these shareholders is 39 Hazelton Avenue,
Toronto, Ontario, Canada, M5R 2E3. |
|
(6) |
Accordingg to the Schedule 13G filed on February 16, 2021,
Periscope Capital Inc., shares voting and dispositive power over
the 1,250,800 Class A ordinary shares reported. Periscope Capital
Inc., which is the beneficial owner of 896,700 shares of Class A
ordinary shares, acts as investment manager of, and exercises
investment discretion with respect to, certain private investment
funds that collectively directly own 354,100 shares of Class A
ordinary shares. The business address for this shareholder is 333
Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2. |
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE 2022 ANNUAL
MEETING
We anticipate that the 2022 annual general meeting will be held no
later than December 31, 2022. Any shareholder seeking to bring a
proposal before the annual general meeting or to nominate a
candidate for election to the Board must submit such proposal or
nomination in writing and comply with the requirements of Rule
14a-8 of the Exchange Act and our Articles. Such proposals must
have been received by us at our offices at 1220 L St NW, Suite
100-397, Washington, DC 20005 a reasonable time before we begin to
print and send our proxy materials for our 2022 annual general
meeting, which deadline will be disclosed prior to such in one of
our SEC filings.
If the Extension Proposal is not approved, there will be no annual
general meeting in 2022.
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single
copy of this Proxy Statement to any household at which two or more
shareholders reside if we believe the shareholders are members of
the same family. This process, known as “householding,” reduces the
volume of duplicate information received at any one household and
helps to reduce our expenses. However, if shareholders prefer to
receive multiple sets of our disclosure documents at the same
address this year or in future years, the shareholders should
follow the instructions described below. Similarly, if an address
is shared with another shareholder and together both of the
shareholders would like to receive only a single set of our
disclosure documents, the shareholders should follow these
instructions:
|
● |
if the shares are registered in the name of the shareholder,
the shareholder should contact us at our offices at 1220 L St NW,
Suite 100-397, Washington, DC 20005, to inform us of the
shareholder’s request; or |
|
● |
if a bank, broker or other nominee holds the shares, the
shareholder should contact the bank, broker or other nominee
directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the
SEC as required by the Exchange Act. You can read our SEC filings,
including this Proxy Statement, at the SEC’s website at
http://www.sec.gov. Those filings are also available free of charge
to the public on, or accessible through, our corporate website at
https://www.scvx.com. Our website and the information contained on,
or that can be accessed through, the website is not deemed to be
incorporated by reference in, and is not considered part of, this
Proxy Statement.
You may also obtain these documents by requesting them in writing
from us by addressing such request to our Secretary at SCVX Corp.,
1220 L St NW, Suite 100-397, Washington, DC 20005.
If you are a shareholder of the Company and would like to
request documents, please do so by January [●], 2022, in order to
receive them before the Extraordinary General Meeting. If you
request any documents from us, we will mail them to you by first
class mail, or another equally prompt means.
Preliminary Proxy Card
SCVX CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON
January [●], 2022
The undersigned, revoking any previous proxies relating to these
shares with respect to the Extension Proposal and the Adjournment
Proposal hereby acknowledges receipt of the notice and Proxy
Statement, dated January [●], 2022, in connection with the
Extraordinary General Meeting to be held at 9:00 a.m. Eastern Time
on January [●], 2022 at the offices of Willkie Farr & Gallagher
LLP, located at 787 Seventh Avenue, New York, New York 10019 (only
to the extent consistent with, or permitted by, applicable law and
directives of public health authorities), for the sole purpose of
considering and voting upon the following proposals, and hereby
appoints Michael Doniger, Hank Thomas, Chris Ahern and the Chairman
of the Extraordinary General Meeting, and each of them (with full
power to act alone), the attorneys and proxies of the undersigned,
with power of substitution to each, to vote all shares of the
ordinary shares of SCVX Corp. (the “Company”) registered in the
name provided, which the undersigned is entitled to vote at the
Extraordinary General Meeting, and at any adjournments thereof,
with all the powers the undersigned would have if personally
present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as
follows on the proposals set forth in this Proxy Statement.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY
Important Notice Regarding the Availability of Proxy Materials
for the Extraordinary General Meeting to be held on January [●],
2022:
This notice of extraordinary general meeting and the
accompanying Proxy Statement are available at
[website].
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND PROPOSAL
2. |
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Please
mark votes as indicated in this
example ☒ |
Proposal
1—Extension Proposal |
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FOR |
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AGAINST |
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ABSTAIN |
|
Check
here for address change and indicate the correct
address below: |
Extend
the date that the Company has to consummate a business combination
from January 28, 2022 to July 28, 2022. |
|
☐ |
|
☐ |
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☐ |
|
☐ |
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Proposal
2—Adjournment Proposal |
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
Date:
, 2022 |
Adjourn
the Extraordinary General Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in
the event that there are insufficient votes for, or otherwise in
connection with, the approval of Proposal 1. |
|
☐ |
|
☐ |
|
☐ |
|
Signature
|
Signature (if held jointly)
|
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Signature
should agree with name printed hereon. If shares are
held in the name of more than one person, EACH joint owner should
sign. Executors, administrators, trustees, guardians and
attorneys should indicate the capacity in which they
sign. Attorneys should submit powers of
attorney. |
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PLEASE
SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO
CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS
PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE
SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, YOUR
ORDINARY SHARES WILL NOT COUNT TOWARDS THE QUORUM REQUIREMENT FOR
THE EXTRAORDINARY GENERAL MEETING AND YOUR ORDINARY SHARES WILL NOT
BE VOTED. THIS PROXY WILL REVOKE ALL PRIOR PROXIES
SIGNED BY YOU. |
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