Current Report Filing (8-k)
February 25 2022 - 04:11PM
Edgar (US Regulatory)
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2022-02-23 2022-02-23 0001794717
SCVX:ClassOrdinaryShares0.0001ParValuePerShareMember 2022-02-23
2022-02-23 0001794717
SCVX:RedeemableWarrantsToPurchaseClassOrdinarySharesMember
2022-02-23 2022-02-23 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 23, 2022
SCVX CORP.
(Exact name of registrant as
specified in its charter)
|
Cayman Islands |
|
001-39190 |
|
98-1518469 |
| (State or other
jurisdiction |
|
(Commission File
Number) |
|
(I.R.S.
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
|
Attn: Strategic Cyber Ventures, |
|
|
|
1220 L St NW,
Suite 100-397
Washington,
DC
|
|
20005 |
| (Address of
principal executive offices) |
|
(Zip
Code) |
(202)
733-4719
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
|
☐ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
|
Units, each consisting of one Class A ordinary share, $0.0001 par
value per share, and one-half of one redeemable warrant to
purchase one Class A ordinary share |
|
SCVX.U |
|
New York Stock Exchange |
|
Class A ordinary shares, $0.0001 par value per share |
|
SCVX |
|
New York Stock Exchange |
|
Redeemable warrants to purchase Class A ordinary shares |
|
SCVX WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
The disclosure contained in Item 2.03 is incorporated by reference
in this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On February 23, 2022, SCVX Corp. (the “Company”) issued an
unsecured promissory note (the “Note”) in the principal amount of
$500,000 to SCVX USA LLC. The Note bears interest at a rate of
0.59% per annum and is repayable on the earlier to occur of (i) the
closing of a business combination and (ii) July 28, 2022, which is
the date by which the Company must either consummate a business
combination or cease all operations except for the purpose of
winding up. The Note is subject to customary events of default, the
occurrence of which automatically trigger the unpaid principal
balance of the Note and all other sums payable with regard to the
Note becoming immediately due and payable.
The Note is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosure set
forth in this Item 2.03 is intended to be a summary only
and is qualified in its entirety by reference to the Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: February 25, 2022
| |
SCVX CORP. |
| |
|
| |
By: |
/s/
Michael Doniger |
| |
Name: |
Michael Doniger |
| |
Title: |
Chief Executive Officer and
Chairman |
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