8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2021

STARBOARD VALUE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001- 39496	84-3743013
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

777 Third Avenue, 18th Floor New York, NY	10017
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 845-7977

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	Name of Each Exchange on Which Registered
Units, each consisting of one share of Class A Common Stock and one-sixth of one Warrant to purchase one share of Class A Common Stock	SVACU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	SVAC	The Nasdaq Stock Market LLC
Redeemable Warrants, exercisable for one share of Class A Common Stock for $11.50 per share	SVACW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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 7.01 Regulation FD Disclosure.

On June 10, 2021, Cyxtera Technologies, Inc.(“Cyxtera”) announced that its Chief Executive Officer will participate virtually in a fireside chat at the 23rd Annual Credit Suisse Communications Conference on Tuesday, June 15th, 2021, at 8:15 a.m. Eastern Time.

A copy of the press release announcing the participation is furnished with this Report as Exhibit 99.1 and is incorporated herein by reference.

The exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

As previously disclosed, on February 21, 2021, Starboard Value Acquisition Corp., a Delaware corporation (“SVAC”), entered into an Agreement and Plan of Merger with Cyxtera and the other parties thereto, pursuant to which Cyxtera and the various operating subsidiaries of Cyxtera will become subsidiaries of SVAC, with the Cyxtera stockholder becoming a stockholder of SVAC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Cyxtera Press Release

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.

	Starboard Value Acquisition Corp.
Dated: June 10, 2021
	By:	/s/ Martin D. McNulty, Jr.
		Name:	Martin D. McNulty, Jr.
		Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

 

Cyxtera to Participate in the 23^rd Annual Credit Suisse

Communications Conference

Miami, FL – June 10, 2021 – Cyxtera, a global leader in data center colocation and interconnection services, today announced that Chief Executive Officer Nelson Fonseca will participate virtually in a fireside chat at the 23^rd Annual Credit Suisse Communications Conference on Tuesday, June 15^th, 2021 at 8:15 a.m. Eastern Time.

A live audio webcast of the event will be available at https://www.cyxtera.com/about-us/investor-relations. An archive of the presentation can be accessed using the same link following the conference.

About Cyxtera

Cyxtera is a global leader in data center colocation and interconnection services. The company operates a footprint of 61 data centers in 29 markets around the world, providing services to more than 2,300 leading enterprises and U.S. federal government agencies. Cyxtera brings proven operational excellence, global scale, flexibility and customer-focused innovation together to provide a comprehensive portfolio of data center and interconnection services. On February 22, 2021, Cyxtera announced that it entered into a definitive agreement to merge with Starboard Value Acquisition Corp. (NASDAQ: SVAC), a publicly traded special purpose acquisition company. The parties expect to complete the transaction in mid-2021, subject to customary closing conditions, including the receipt of regulatory approvals and approval by SVAC’s stockholders. For more information, please visit www.cyxtera.com.

Media Contact:

Xavier Gonzalez

Xavier.gonzalez@cyxtera.com

Investor Relations Contact:

Nathan Berlinski

IR@cyxtera.com