| Description of Organization, Business Operations and Basis of Presentation | Note
1 — Description of Organization, Business Operations and Basis of Presentation SCVX
Corp. (the "Company") was incorporated as a Cayman Islands exempted company on November 15, 2019. The Company
was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses (the "Business Combination"). Although the Company is not
limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its
search for a target business in the cybersecurity sector. The Company is an emerging growth company and, as such, the Company
is subject to all of the risks associated with emerging growth companies. As
of September 30, 2020, the Company had not commenced any operations. All activity for the period from November 15, 2019 (inception)
through September 30, 2020 relates to the Company's formation and the initial public offering described below, and, since
the closing of the Initial Public Offering (as defined below), the search for a prospective initial Business Combination. The
Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds
derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The
Company's sponsor is SCVX USA LLC, a Delaware limited liability company (the "Sponsor"). The registration
statement for the Initial Public Offering was declared effective on January 23, 2020. On January 28, 2020, the Company consummated
the Initial Public Offering of 23,000,000 units (the "Units" and, with respect to the Class A
ordinary shares included in the Units, the "Public Shares"), including the issuance of 3,000,000 Units as a result
of the underwriters' exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds
of $230.0 million, and incurring offering costs of approximately $13.3 million, inclusive of $8.05 million in deferred
underwriting commissions (Note 5). Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement")
of 6,600,000 warrants (the "Private Placement Warrants") to the Sponsor at a purchase price of $1.00 per Private
Placement Warrant, generating gross proceeds to the Company of $6.6 million (Note 4). Upon
the closing of the Initial Public Offering and the Private Placement, $230.0 million ($10.00 per Unit) of the net proceeds
of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the "Trust
Account"), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
was invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act
(as defined below), with a maturity of 185 days or less or in any open-ended investment company that holds itself out
as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of
the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and
(ii) the distribution of the Trust Account as described below. The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market
value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable
on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the
Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The
Company will provide its holders (the "Public Shareholders") of its Class A ordinary shares, par value $0.0001, sold
in the Initial Public Offering (the "Public Shares"), with the opportunity to redeem all or a portion of their Public
Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the
Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated
to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares
will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).
These Public Shares are classified as temporary equity in accordance with the Financial Accounting Standards Board's ("FASB")
Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." In such
case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon
such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.
If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other
legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the "Amended
and Restated Memorandum and Articles of Association"), conduct the redemptions pursuant to the tender offer rules of the
U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC prior to completing a
Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain
shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem
their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder
approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder
Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a
Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy
which requires insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession
of any material non-public information and (ii) to clear all trades with the Company's Chief Financial Officer (or
his or her designee) prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with
respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), is restricted
from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial
Public Offering, without the prior consent of the Company. The
Company's Sponsor, officers and directors (the "initial shareholders") have agreed not to propose an amendment
to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company's
obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from
the closing of the Initial Public Offering, or January 28, 2022 (the "Combination Period") or (b) with respect to
any other provision relating to shareholders' rights or pre-initial Business Combination activity, unless the Company
provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If
the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining shareholders and the Company's
board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company's obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The
Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business
Combination within the Combination Period. However, if the Sponsor or members of the Company's management team acquire Public
Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with
respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters
have agreed to waive their rights to their deferred underwriting commission (Note 5) held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included
with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including
Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held
in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services
rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into
a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims
by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust
Account or to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible
to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will
have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right,
title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As
of September 30, 2020, the Company had approximately $941,000 in its operating bank accounts, and working capital of approximately
$0.9 million. Prior
to the completion of the Initial Public Offering and Private Placement, the Company's liquidity needs were satisfied through
a capital contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, and a borrowing of approximately
$139,000 under the Note (as defined below) issued to the Sponsor. The Company fully repaid the Note to the Sponsor on January
28, 2020. Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company's liquidity needs
have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account. In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors, may, but are not obligated to, provide the Company with Working
Capital Loans (as defined below in Note 4). The Working Capital Loans will either be repaid upon consummation of a Business Combination,
without interest, or, at the lender's discretion, up to $1.5 million of such Working Capital Loans may be convertible into
warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the
Private Placement Warrants. On
January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain
of coronavirus (the "COVID-19 outbreak"). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based
on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19
outbreak on the Company's results of operations, financial position and cash flows will depend on future developments, including
the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19
outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets
and/or the overall economy are impacted for an extended period, the Company's results of operations, financial position
and cash flows may be materially adversely affected. Based
on the foregoing, management believes that the Company has sufficient liquidity to meet its anticipated obligations until the
earlier of the consummation of the initial Business Combination or liquidation. Basis
of Presentation The
accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally
accepted in the United States of America ("GAAP") for financial information and pursuant to the rules and regulations
of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management,
the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary
for the fair statement of the balances and results for the periods presented. Operating results for the period for the three and
nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31,
2020. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the Form 8-K and the final prospectus filed by the Company with the SEC on February 3, 2020 and January
24, 2020, respectively. Emerging
Growth Company The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy
statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is
irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued
or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,
can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company's financial statements with another public company that is neither an emerging growth
company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used. |
