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)

The following letter was sent by email to employees of Bright Machines, Inc. on May 17, 2021.

From: Amar

To: BM-All; DL-Contactors-All

Date: May 17

Time: 4:05 am PT

Subject: Announcement: intent to become a publicly traded company

Team,

With today’s announcement that we intend to merge with SCVX to become a publicly traded company, we mark the first day of the next chapter in Bright Machines’ history. 

We started Bright Machines because we saw an opportunity to bring software-defined intelligence to the factory floor, enabling customers to modernize their manufacturing operations with speed, scalability, and flexibility. It’s been incredible to see what we’ve learned and been able to accomplish in just under three years: 

● TAM: A sizeable market opportunity exists for our solutions ($250B industrial automation TAM by 2025).

● Team: Built a group of 500+ talented people across every organization aligned on the mission to transform the multi-billion-dollar industry.

● Tech: In 2019, we introduced our first product, the Bright Machines Microfactory, which has seen strong momentum. And today, we’re making excellent progress towards our software and AI-driven platform to digitize the industry further.  

● Traction: Grew from 1 to 25 customers serving 60 global brands spanning network infrastructure, consumer goods, medical devices, and more, showing a significant acceleration in customer adoption and market readiness. 

During this time, we’ve also seen our customers’ needs swing faster towards automation than we anticipated due to their desire to build resiliency, reshore, and increase competitiveness.  The convergence of these factors made it clear that to best serve our customers, we need to move ahead at warp speed. 

To do this, we need to better fund our business plan and aggressively scale our development and operational capabilities. We plan to substantially accelerate our growth and better serve our customers by doubling down on our software solutions and increasing our customer service investment. We also intend to expand our reach through new sales channels and geographies. Our fundamentals are strong, we are executing to plan, and we are well-positioned to improve the speed and economics of intelligent production lines and, eventually, fully programmable factories.

Now is when the hard work begins. We must all focus on executing towards our vision. I am confident if we do this, we can become the next great technology company. But right now, please take a moment to realize how far we’ve come and the fantastic opportunities we have in front of us. By enabling greater progress and innovation across the manufacturing ecosystem, this decision not only benefits our customers and partners but also - and especially - each of you. 

With big news like this, it’s natural to have a lot of questions. In addition to the details in the press release, here is an internal employee FAQ document that outlines important aspects of this announcement, including social media and press guidelines. Please take some time to read it. Later today, I’ll host two All Hands meetings to accommodate various time zones. These will not be recorded, so I highly recommend that you attend the one that works best for your schedule. 

Thank you all for your hard work and dedication to our continued success. I’m so excited to share this moment in time with you all. 

With sincere gratitude,

Amar

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.

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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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