UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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, and one-half of one redeemable warrant to purchase one Class A ordinary share |
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
As a result of recent guidance from the Securities and Exchange Commission (the “SEC”) to special purpose acquisition companies regarding redeemable equity instruments, management of SCVX Corp. (the “Company”) concluded it should restate its financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity, or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Memorandum and Articles of Association currently provides that the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company revised this interpretation to include temporary equity in net tangible assets.
Therefore, on November 19, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”) concluded that the Company’s previously issued (i) audited balance sheet as of January 28, 2020, as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on July 14, 2021 (the “2020 Form 10-K/A No. 1”); (ii) audited financial statements included in the Company’s 2020 Form 10-K/A No. 1; and (iii) unaudited interim financial statements included in the Form 10-Q for the quarterly periods ended March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021 and June 30, 2021, filed with the SEC on May 14, 2020, August 14, 2020, November 9, 2020, July 14, 2021 and August 17, 2021, respectively (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. The Company will include the restated financial statements for the Relevant Periods in its Form 10-Q for the quarterly period ended September 30, 2021.
The Company does not expect any of the above changes will have any impact on the Company’s cash position and cash held in the trust account established in connection with the IPO.
The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q for the quarterly period ended September 30, 2021.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent accountant.
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SIGNATURE
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: November 22, 2021 | SCVX CORP. | |
| By: | /s/ Chris Ahern | |
| Name: | Chris Ahern | |
| Title: | Principal | |
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