Filed
by SCVX Corp. pursuant to
Rule
425 under the Securities Act of 1933, as amended
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: SCVX Corp.
(Commission
File No. 001-39190)
SCVX
Discusses Bright Machines Merger and Next Steps - by Saniya Rao
SCVX,
the blank-check company which recently announced a deal with software and robotics company Bright Machines, is looking to close the transaction
by early October 2021 pending regulatory and shareholder approvals, Mike Doniger, CEO and chair of the board of SCVX, told CTFN.
“The
next step is to file the S4, the gating item in filing the S4 is just getting the last audited financials into the S4, and the rest of
it we can get done pretty quickly,” Doniger said, adding that the SPAC is targeting a June end deadline for the filings.
“Once
the S4 gets filed and approved, we’re targeting an analyst day around the end of July and then it’s really just a waiting game to see
what reviews we get back, and then schedule the shareholder vote,” Doniger explained. The SPAC, sponsored by Strategic Cyber Ventures
(SCV), had previously mentioned plans to complete a business combination by January 28, 2022, 24 months from the closing of its initial
public offering.
San
Francisco-based Bright Machines announced on May 17 that it had agreed to go public in a deal that values the transaction at $1.6 billion.
When asked about what made Bright Machine stand out as a target company, Doniger said that the supply chain disruptions caused by the
pandemic called for “a whole movement to know where your supply chain is coming from and to have it closer to you.”
“When
we saw [Bright Machines] we thought this solves all these problems, tariff problems, security problems, national security problems, and
so many different things that this company addresses square on the head,” Doniger said.
Hank
Thomas, chief technology officer and director at SCVX, said, “the core functionality of Bright Machines in the realm of digital
manufacturing is going to lead to a brighter future for us when it comes to the security of our global supply chains.” Doniger
added that the company’s leadership and management team along with revenue also helped influence the decision-making process at
SCVX. Bright Machines was founded in 2018 and is led by Amar Hanspal, former co-CEO of Autodesk.
Further,
the transaction is expected to generate $435 million in gross cash proceeds including $205 million from private investment in public
equity, or PIPE.
The
list of PIPE investors include XN, Hudson Bay Master Fund Ltd., SB Management Limited, Fidelity Management & Research Company LLC,
and Alyeska Investment Group. “Getting the pipe through this market, where all pipes have kind of seized up a lot, was a testament
to how great this thing is to begin with,” Doniger said.
Looking
forward, Thomas said that while the SPAC will eventually transition to Bright Machines, SCVX will continue to operate as the “larger
investment arm of SCV.”
“This
time it was the form of a SPAC, who knows what it’ll be in the form of next time, it could be any number of unique financial transactions
that help us build a more secure future.”
Once
the merger is completed, Bright Machines intends to trade with the ticker “BRTM.”
Strategic
Cyber Ventures Announcement Social Media Posts
The
following communications were made available by Strategic Cyber Ventures on LinkedIn on June 4, 2021.
The
following communications were made available by Strategic Cyber Ventures on Facebook on June 4, 2021.
Disclaimers
Additional
Information and Where to Find It
In
connection with the proposed business combination with SCVX Corp. (SCVX), SCVX intends to file a Registration Statement on Form S-4,
including a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus with the SEC. SCVX’s stockholders
and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed business
combination, as these materials will contain important information about Bright Machines, SCVX, and the proposed business combination.
When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be
mailed to stockholders of SCVX as of a record date to be established for voting on the proposed business combination. Stockholders will
also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents
filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov,
or by directing a request to: c/o Strategic Cyber Ventures, 1220 L St. NW, Suite 100-397, Washington, DC 20005.
Participants
in the Solicitation
SCVX
and Bright Machines and their respective directors and executive officers may be considered participants in the solicitation of proxies
with respect to the potential transaction described herein under the rules of the SEC. Information about the directors and executive
officers of SCVX is set forth in SCVX’s Annual Report on Form 10-K filed with the SEC pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended, on April 6, 2021, and is available free of charge at the SEC’s web site at www.sec.gov or by
directing a request to: c/o Strategic Cyber Ventures, 1220 L St. NW, Suite 100-397, Washington, DC 20005. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of the SCVX shareholders in connection with the potential
transaction will be set forth in the registration statement containing the preliminary proxy statement/prospectus when it is filed with
the SEC. These documents can be obtained free of charge from the sources indicated above.
No
Offer or Solicitation
The
information herein shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed business combination. The information herein shall also not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward
Looking Statements
Certain
statements herein may be considered forward-looking statements. Forward-looking statements generally relate to future events or SCVX’s
or Bright Machines’ future financial or operating performance. For example, statements about the expected timing of the completion
of the proposed business combination, the benefits of the proposed business combination, the competitive environment, and the expected
future performance and market opportunities of Bright Machines are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “expect”, “intend”, “will”,
“estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”,
or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These
forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SCVX and its management, and
Bright Machines and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against SCVX, Bright
Machines, the combined company or others following the announcement of the proposed business combination; (3) the inability to complete
the proposed business combination due to the failure to obtain approval of the shareholders of SCVX or to satisfy other conditions to
closing; (4) changes to the proposed structure of the proposed business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed business combination; (5) the ability
to meet stock exchange listing standards at or following the consummation of the proposed business combination; (6) the risk that the
proposed business combination disrupts current plans and operations of Bright Machines as a result of the announcement and consummation
of the proposed business combination; (7) the ability to recognize the anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (8) costs related to the proposed business combination;
(9) changes in applicable laws or regulations; (10) the possibility that Bright Machines or the combined company may be adversely affected
by other economic, business and/or competitive factors; and (11) other risks and uncertainties set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SCVX’s Form 10-K for the year ended December
31, 2020, and which will be set forth in the registration statement to be filed by SCVX with the SEC in connection with the proposed
business combination.
Nothing
herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither SCVX nor Bright Machines undertakes any duty to update these forward-looking
statements.
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