United States securities and exchange commission logo
July 11, 2022
Michael Doniger
Chief Executive Officer and Chairman of the Board
SCVX Corp.
1220 L St NW, Suite 100-397
Washington, DC 20005
Re: SCVX Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed June 27, 2022
File No. 001-39190
Dear Mr. Doniger:
We have limited our review of your filing to those issues
addressed in our comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Questions and Answers About the Extraordinary General Meeting, page 4
1. Please highlight that
you are asking shareholders to vote on extending the time to
consummate a business
combination to a total of 39 months since the initial public
offering. Discuss
whether a time period of 39 months is typical for a SPAC, and compare
it to the 18-month time
period for a blank check company under Securities Act Rule 419.
Discuss why you are
seeking an additional extension of nine months versus a shorter time
period.
How do the Company insiders intend to vote their shares?, page 6
2. You indicate that
our Sponsor, directors, officers, advisors or any of their affiliates may
purchase public shares
in privately negotiated transactions or in the open market either
[sic] prior to the
Extraordinary General Meeting. You further indicate that [a]ny such
privately negotiated
purchases may be effected at purchase prices that are below or in
Michael Doniger
FirstName LastNameMichael Doniger
SCVX Corp.
Comapany
July NameSCVX Corp.
11, 2022
July 11,
Page 2 2022 Page 2
FirstName LastName
excess of the per-share pro rata portion of the Trust Account.
Please tell us how such
purchases are consistent with the requirements of Rule 14e-5 under the
Exchange Act. For
guidance, refer to Tender Offer Compliance and Disclosure
Interpretation 166.01.
What vote is required to adopt the Extension Proposal?, page 7
3. Please disclose the number of public shares needed to approve the
Extension Proposal if
all shares are voted and if only the minimum number of shares
representing a quorum are
voted, taking into account that the Sponsor and current directors and
officers intend to
vote their shares in favor of the Extension Proposal.
What interests do the Company's Sponsor, directors and officers have in the
approval of the
proposals?, page 11
4. Please highlight that the Sponsor, directors and officers will benefit
from the Extension
Proposal and the completion of a business combination and may be
incentivized to
complete an acquisition of a less favorable target company or on terms
less favorable to
shareholders rather than liquidate. Also clarify that the Sponsor,
directors and officers can
earn a positive rate of return on their investment, even if other SPAC
shareholders
experience a negative rate of return in a post-business combination
company.
5. Please quantify the amount paid and current value of the founder
shares and warrants held
by the Sponsor, directors and officers and clarify that these shares
and warrants will expire
worthless if the proposals are not approved.
Proposal 1 - The Extension Proposal, page 16
6. Discuss in detail the company s efforts to identify, evaluate and
complete a business
combination during the initial 24-month period and during the first
extension period. Also
discuss material events such as your delisting from the NYSE and
inability to list on the
NYSE American.
7. You indicate that the current extension proposal is being sought in
connection with a
proposed business combination regarding which we are currently in
discussion and that
we are currently in advanced negotiations for an initial business
combination involving
the Target. Please discuss these negotiations in more detail and
provide any updates.
8. Please discuss the potential difficulty of finding a target with only
approximately $38
million left in the trust account and the company s shares being
traded on the OTC Pink,
as well as the potential difficulty of obtaining an initial listing on
an exchange following
consummation of a business combination.
Interests of our Sponsor, Directors and Officers, page 21
9. Please revise your disclosure to quantify the aggregate dollar amount
of what the Sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
Michael Doniger
SCVX Corp.
July 11, 2022
Page 3
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors.
General
10. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. If so, also include
disclosure that addresses
how this fact could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the transaction be
subject to
review by a U.S. government entity, such as the Committee on Foreign
Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a
result, the pool of
potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government review
of the transaction
or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Kathleen Krebs, Special Counsel, at 202-551-3350 or Jan
Woo, Legal
Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
FirstName LastNameMichael Doniger
Division of
Corporation Finance
Comapany NameSCVX Corp.
Office of Technology
July 11, 2022 Page 3
cc: Danielle Scalzo, Esq.
FirstName LastName