Statement of Ownership (sc 13g)
February 14 2022 - 08:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SCVX Corp.
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per
share
(Title of Class of Securities)
G79448208
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ Rule 13d–1(b)
☐ Rule 13d–1(c)
☐ Rule 13d–1(d)
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The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Page 2 of 5
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CUSIP
No. G79448208 |
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(1) |
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Names of reporting persons
Mizuho Financial Group, Inc.
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(2) |
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Check the appropriate box if a member of a group
(a) ☐ (b) ☒ (see
instructions)
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(3) |
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SEC use only
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(4) |
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Citizenship or place of
organization
Japan
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Number of shares beneficially owned by each reporting person
with:
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(5) |
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Sole voting power
1,180,753**
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(6) |
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Shared voting power
None
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(7) |
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Sole dispositive power
1,180,753**
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(8) |
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Shared dispositive power
None
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(9) |
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Aggregate amount beneficially owned by
each reporting person
1,180,753**
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(10) |
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Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) |
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Percent of class represented by amount
in Row (9)
5.13%
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(12) |
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Type of reporting person (see
instructions)
FI
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Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and
Mizuho Americas LLC may be deemed to be indirect beneficial owners
of said equity securities directly held by Mizuho Securities USA
LLC which is their wholly-owned subsidiary.
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Item 1(a) Name of
issuer: SCVX
Corp.
Item 1(b) Address of issuer’s principal executive
offices: 1220 L St NW, Suite
100-397, Washington, DC
20005
2(a) Name of person filing:
Mizuho Financial Group,
Inc.
2(b) Address or principal business office or, if none,
residence:
1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176,
Japan
2(c) Citizenship:
Japan
2(d) Title of class of securities:
Class A ordinary shares, $0.0001 par value per
share
2(e) CUSIP No.:
G79448208
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Item 3. |
If this statement is filed pursuant to
§§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person
filing is a:
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Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
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Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a–8);
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An investment adviser in accordance with
§240.13d–1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in
accordance with §240.13d–1(b)(1)(ii)(F);
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A parent holding company or control person in
accordance with §240.13d–1(b)(1)(ii)(G);
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A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a–3);
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A non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J);
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Group, in accordance with §240.13d–1(b)(1)(ii)(K). If
filing as a non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J), please
specify the type of institution:
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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Amount beneficially owned:
1,180,753 .
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Percent of class:
5.13 .
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Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
1,180,753 .
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(ii) |
Shared power to vote or to direct the vote
None .
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(iii) |
Sole power to dispose or to direct the disposition of
1,180,753 .
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(iv) |
Shared power to dispose or to direct the disposition
of None .
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Item 5. |
Ownership of 5 Percent or Less of a
Class. If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than 5 percent of the class of
securities, check the following [ ].
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Dissolution of a group requires a response to this item.
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Item 6. |
Ownership of More than 5 Percent on Behalf of
Another Person.
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Not applicable
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Item 7. |
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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See Exhibit A
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Item 8. |
Identification and Classification of Members of
the Group.
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Not applicable
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Item 9. |
Notice of Dissolution of Group.
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Not applicable
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect other
than activities solely in connection with a nomination under
§240.14a-11.
By signing below I certify that, to the best of my knowledge and
belief, the foreign regulatory scheme applicable to a parent
holding company is substantially comparable to the regulatory
scheme applicable to the functionally equivalent U.S. institution.
I also undertake to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule
13D.
Signatures
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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| Date: |
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02-14-2022
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Signature: |
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/s/ Shigeru Umekawa
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Name: |
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Shigeru Umekawa
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Title: |
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Managing Director, Global Corporate Coordination Dep.
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Power of Attorney
Pursuant to and in accordance with the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the rules and regulations
thereunder, the undersigned, in the undersigned capacity as an
authorized representative of Mizuho Financial Group, Inc. (the
“Company”), hereby grants full power and authority to Shigeru
Umekawa, Managing Director, Head of Global Branches &
Subsidiaries Coordination Global Corporate Coordination Department,
to:
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execute on behalf of the undersigned Form 13G in
accordance with Section 13(d) and Section 13(g) of the
Exchange Act or any rule or regulation thereunder; .
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do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 13G, complete and execute any amendments,
restatements, supplements, and/or exhibits thereto, and timely file
such form with the U.S. Securities and Exchange Commission (the
“SEC”); and
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take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by or for,
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney shall be
in such form and shall contain such information and disclosure as
such attorney-in-fact may approve in
such attorney-in-fact’s
discretion.
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The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute,
shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request and on the behalf of the undersigned,
is not assuming any of the undersigned’s responsibilities to comply
with, or any liability for the failure to comply with, any
provision of Section 13 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
13G with respect to the Company’s holdings of and transactions in
securities, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact.
[Signature page to follow]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of
Attorney to be executed.
Mizuho Financial Group, Inc.
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| Date: |
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02-14-2022
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Signature: |
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/s/ Seiji Imai
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Name: |
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Seiji Imai
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Title: |
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Deputy President & Senior Executive Officer
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Exhibit A
Lists of the relevant subsidiaries
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Subsidiary
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Principal business office
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Classification
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| Mizuho Bank, Ltd |
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1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176,
Japan |
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A non-U.S.
institution equivalent to Bank |
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| Mizuho Americas LLC |
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1271 Avenue of the Americas, NY, NY 10020,
USA |
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A parent holding company |
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| Mizuho Securities USA LLC |
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1271 Avenue of the Americas, NY, NY 10020,
USA |
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A registered Broker-Dealer |
Exhibit B
Power of Attorney
Pursuant to and in accordance with the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and the rules and regulations
thereunder, the undersigned, in the undersigned capacity as an
authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC
and Mizuho Securities USA LLC (collectively, the “Companies”),
hereby grants full power and authority to Shigeru Umekawa, Managing
Director, Head of Global Branches & Subsidiaries
Coordination Global Corporate Coordination Department of Mizuho
Financial Group, Inc., as agent to:
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execute on behalf of the undersigned Form 13G in
accordance with Section 13(d) and Section 13(g) of the
Exchange Act or any rule or regulation thereunder; .
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do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 13G, complete and execute any amendments,
restatements, supplements, and/or exhibits thereto, and timely file
such form with the U.S. Securities and Exchange Commission (the
“SEC”); and
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take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by or for,
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney shall be
in such form and shall contain such information and disclosure as
such attorney-in-fact may approve in
such attorney-in-fact’s
discretion.
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The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
required, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers herein
granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request and on the behalf of the undersigned,
are not assuming any of the undersigned’s responsibilities to
comply with, or any liability for the failure to comply with, any
provision of Section 13 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
13G with respect to the Companies’ holdings of and transactions in
securities, unless earlier revoked by the undersigned in a signed
writing delivered to each of the foregoing attorneys-in-fact.
[Signature page to follow]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of
Attorney to be executed.
Mizuho Bank, Ltd
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| Date: |
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02-14-2022
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Signature: |
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/s/ Masahiko Kato
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Name: |
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Masahiko Kato
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Title: |
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Deputy President
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of
Attorney to be executed.
Mizuho Americas LLC
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| Date: |
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01-28-2022
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Signature: |
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/s/ Richard Skoller
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Name: |
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Richard Skoller
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Title: |
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Chief Legal Officer
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SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby has caused this Power of
Attorney to be executed.
Mizuho Securities USA LLC
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| Date: |
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01-28-2022
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Signature: |
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/s/ Richard Skoller
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Name: |
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Richard Skoller
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Title: |
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Managing Director, General Counsel
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