Current Report Filing (8-k)
27 Juillet 2022 - 11:29PM
Edgar (US Regulatory)
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2022-07-27 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):
July 27, 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 |
|
|
|
|
|
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
5.07 Submission of Matters to a Vote of Security Holders
On
July 27, 2022, SCVX Corp., a Cayman Islands exempted company
(“SCVX”) held an
extraordinary general meeting of its shareholders to vote on an
extension of the deadline for SCVX to complete an initial business
combination. The board of directors determined not to put such
proposal forth to the shareholders and this meeting was concluded
without conducting any business.
Item
7.01 Regulation FD Disclosure
Also
on July 27, 2022, SCVX issued a press release and announced at its
Extraordinary General Meeting of Shareholders that it will redeem
all of its outstanding Class A ordinary shares, as SCVX will not be
able to consummate an initial business combination within the time
period required by its amended and restated memorandum and articles
of association (the “Memorandum and Articles of
Association”).
There
will be no redemption rights or liquidating distributions with
respect to SCVX’s warrants, which will expire worthless. SCVX’s
initial shareholders waived their redemption rights with respect to
the outstanding Class B ordinary shares issued prior to SCVX’s
initial public offering.
A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by
reference.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated:
July 27, 2022
|
SCVX
CORP. |
|
|
|
By: |
/s/
Michael Doniger |
|
Name: |
Michael
Doniger |
|
Title: |
Chief
Executive Officer and Chairman |
-2-
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