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)
Bright Machines published the below press release on July 7, 2021.
Bright Machines Welcomes Murray Percival as
a Manufacturers’ Representative
July 7, 2021 – San Francisco, CA – Today, Bright
Machines, an industry leader in intelligent, software-defined manufacturing, announced a new partnership with Murray Percival Co., the
leading supplier to the Midwest’s electronics industry specializing in assembly equipment and materials for the automated manufacturing
of printed circuit boards. Murray Percival Co. will now offer Bright Machines Microfactories –– a combination of adaptive
software with advanced digital manufacturing to automate assembly and inspection tasks –– to their customers.
“By bringing software, machine learning, and computer vision
to factories, Bright Machines Microfactories gives eyes, brains, and touch to industrial machines, resulting in higher consistency and
output,” said Steve Heinzen, Business Development Director, Bright Machines. “Through Murray Percival, more manufacturers
will be able to achieve the resilient, efficient operations that our microfactories enable. We’re thrilled to have them join our
growing roster of manufacturers’ representatives.”
“As a pioneer servicing the electronics industry, with more than
60 years of experience, everything we do is designed to help our customers deliver products that make our world safer, healthier, and
more enjoyable – adding Bright Machines to our product portfolio will help us further that mission while encouraging transformation
in the electronics industry,” said Murray Percival Jr., Owner and Visionary of Murray Percival Co.
About Bright Machines
Headquartered in San Francisco, Bright Machines is an industry-leading
technology company that offers an innovative approach to intelligent, software-defined manufacturing. It leverages computer vision, machine
learning, 3D simulation, and adaptive robotics to fundamentally change the flexibility, scalability, and economics of production. With
more than 500 employees worldwide, they operate R&D centers in the U.S. and Israel, with additional field operations in the U.S.,
Mexico, China, and Poland.
The company recently entered into a definitive merger agreement with
SCVX (NYSE: SCVX), a special purpose acquisition company, with the intent of becoming a publicly listed company in the second half of
2021.
Bright Machines is reimagining how products can be designed and produced
to address the realities of today and the future ahead. Rethink everything you ever knew about manufacturing. Visit www.brightmachines.com.
Additional Information and Where to Find It
In connection with the proposed business combination, 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 in this press
release 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
This press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release 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.
Bright Machines Announcement
Social Media Posts
The following communications referencing the above press release were
made available by Bright Machines on LinkedIn on July 7, 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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