UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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 ~~January 25~~23, 2022

SCVX CORP. (Exact name of registrant as specified in its charter)

(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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~At the~~The ~~Extraordinary~~disclosure ~~General~~contained ~~Meeting~~in ~~(the~~Item ~~“Extraordinary General Meeting”) of SCVX Corp~~2.03 ~~(the~~is ~~“Company”),~~incorporated ~~which was~~by ~~held on January 25, 2022, holders of 22,051,704 of the Company’s ordinary shares, which represents approximately 77% of the~~reference ~~ordinary shares issued and outstanding and entitled to vote as of the record date of January 5, 2022, were represented~~ in ~~person~~this orItem ~~by proxy~~1.01.

AtItem ~~the~~2.03. ~~Extraordinary~~Creation ~~General~~of ~~Meeting, the shareholders approved~~ a ~~special resolution~~Direct ~~(the~~Financial ~~“Extension~~Obligation ~~Proposal”) to extend the date, from January 28, 2022 to July 28, 2022, by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization~~ or ~~similar~~an ~~business~~Obligation 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~~an ~~Islands~~Off-Balance ~~law~~Sheet toArrangement ~~provide for claims~~ of ~~creditors~~a ~~and in all cases subject to the other requirements of applicable law~~Registrant.

~~Approval~~On February 23, 2022, SCVX Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of ~~Proposal~~$500,000 ~~1—Extension~~to ~~Proposal~~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.

Votes For		Votes Against		Abstentions		Broker Non-Votes
20,842,175		1,209,502		27		N/A

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.

In connection with the vote to approve the Extension Proposal, the holders of 19,207,987 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.02 per share, for an aggregate redemption amount of approximately $192,552,554 million. As such, approximately 84% of the Class A ordinary shares were redeemed and approximately 16% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $38,013,446 million.1

-Item 19.01. -Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits.

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.

Exhibit No.		Description

10.1.1		Promissory Note, dated February 23, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Dated: January 27, 2022~~2

~~SCVX CORP. By: /s/ Michael Doniger Name: Michael Doniger Title: Chief Executive Officer and Chairman~~SIGNATURE

~~-2 -~~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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