SCVX Corporation *
SUBSEQUENT EVENT – 3/31/22 – 8-K LINK
- On January 20, 2022, SCVX Corp. announced that it had entered into a non-binding letter of intent for a business combination (the “LOI”).
- As of March 31st, 2022, the LOI has been terminated, and the Company is currently exploring alternative options for consummating a business combination.
EXTENSION – 1/25/22 – LINK
- The company agreed to extend the time to complete a business combination from January 28, 2022 to July 28, 2022.
- At the meeting, 19,207,987 shares were redeemed for $10.02/Share.
- No contribution to trust was made for the extension.
The below-announced combination was terminated on 12/13/21. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Bright Machines [TERMINATED on 12/13/21 – LINK]
ENTERPRISE VALUE: $1.148 billion
ANTICIPATED SYMBOL: BRTM
SCVX Corporation proposes to combine with Bright Machines, an industry leader in intelligent, software-defined manufacturing.
Founded in 2018, Bright Machines saw a unique opportunity to bring a software-and-data-first approach to factory operations and production execution. Over the past few years, ongoing supply chain disruptions, compounded by pandemic-induced factory closures and labor shortages, and increasing tensions around global trade and tariffs, have turned global manufacturing on its head. More and more companies are accelerating their efforts to onshore or re-shore production to secure their supply chains and build products closer to their end-users. Bright Machines provides the solutions these customers need to deploy fast, flexible, and intelligent automation at a pace and cost that scales along with their business.
Led by an experienced management team of technology and manufacturing industry veterans, Bright Machines has grown to over 500 employees, including approximately 150 software engineers. The Company possesses a portfolio of 36 patent filings that provide a competitive advantage. They have 25 global, blue-chip customers that span essential industries, including network infrastructure, data centers, automotive, consumer products, medical devices, and industrial equipment.
TRANSACTION
- The transaction is expected to provide up to $435 million in gross cash proceeds, including $230 million of cash held in trust from SCVX (assuming no redemptions from the trust account by public investors of SCVX).
- Investors including XN, Hudson Bay Master Fund Ltd., SB Management Limited (a subsidiary of SoftBank Group Corp and manager to SB Northstar LP), Fidelity Management & Research Company LLC, and Alyeska Investment Group, have committed to invest $205 million in the form of a PIPE at a price of $10 per share of SCVX, immediately prior to the closing of the transaction.
- XN, SCVX’s sponsor, and certain other SCVX stockholders will be restricted from transferring or selling their shares until the earlier to occur of
- (i) 180 days after the closing of the merger, subject to the satisfaction of certain equity performance thresholds, or
- (ii) one year after the closing of the merger.
PIPE
- $205 million at a price of $10 per share
- Investors including XN, Hudson Bay Master Fund Ltd., SB Management Limited (a subsidiary of SoftBank Group Corp and manager to SB Northstar LP), Fidelity Management & Research Company LLC, and Alyeska Investment Group.
EARNOUT
- In the event that the closing sale price of SCVX Common Stock exceeds certain price thresholds for 20 out of any 30 consecutive trading days during the first five years following the closing of the Business Combination, up to an additional 23,000,000 shares of SCVX Common Stock may be issued to the parties that were holders of Bright Machines Common Stock immediately prior to the Effective Time of the Business Combination.
LOCK-UP
- XN, SCVX’s sponsor, and certain other SCVX stockholders will be restricted from transferring or selling their shares until the earlier to occur of
- (i) 180 days after the closing of the merger, subject to the satisfaction of certain equity performance thresholds, or
- (ii) one year after the closing of the merger.
LOCK-UP
- Not to, and to cause their respective affiliates and permitted transferees not to, transfer any SCVX Common Stock until the earlier of
- The date which is one year after the Closing Date (as defined in the Merger Agreement) and
- (x) the first date which is at least 180 days after the Closing, if the last reported sale price of SCVX Common Stock on Nasdaq equals or exceeds $12.00 per share for any 20 trading days within any consecutive 30 trading day period commencing at least 150 days following the Closing Date or
- (y) the date following the Closing Date on which SCVX completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of SCVX’s shareholders having the right to exchange their SCVX Common Stock for cash, securities or other property without SCVX’s prior written consent
- The parties further agreed to discuss in good faith and make certain revisions to the terms of SCVX’s warrants issued in private placements subject to, and on the terms described in, the Sponsor Support Agreement.
- The date which is one year after the Closing Date (as defined in the Merger Agreement) and
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from SCVX’s trust account, together with the PIPE Financing plus any amount raised pursuant to permitted equity financings prior to Closing (“Permitted Equity Financing”), equaling no less than $375,000,000 (after deducting any amounts paid to SCVX shareholders that exercise their redemption rights in connection with the Business Combination and net of unpaid transaction expenses incurred or subject to reimbursement by SCVX)
NOTABLE CONDITIONS TO TERMINATION
- By either SCVX or Bright Machines if the Business Combination is not consummated by January 14, 2022
ADVISORS
- Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor and capital markets advisor to Bright Machines and acted as sole placement agent on the private placement.
- Latham & Watkins, LLP and Orrick, Herrington & Sutcliffe LLP are acting as legal advisors to Bright Machines.
- Willkie Farr & Gallagher LLP is acting as legal advisor to SCVX.
MANAGEMENT & BOARD
Executive Officers
Michael Doniger, 43
CEO & Chairman of the Board
Mr. Doniger most recently served as the Director of Research for Citadel Fundamentals Strategies. Prior to Citadel, Mr. Doniger was a Senior Partner at Green Owl Capital Management where he utilized his quantitative background to take a probabilistic approach to investing in complex situations across sectors and asset classes. His extensive experience also extends to training and managing analyst and trader teams. Prior to Green Owl, Mr. Doniger served as a partner at Corvex Management where he played a pivotal role in the development of the firm. He worked closely with the firm’s founder, Keith Meister to perfect an event-driven investing strategy. Prior to Corvex, Mr. Doniger served as portfolio manager at CR Intrinsic Investors, a subsidiary of SAC Capital (“CR Intrinsic”), and senior analyst at Milton Arbitrage Partners. Mr. Doniger began his career working research and development project for Kraft Foods in the U.S. and U.K.
Hank Thomas, 44
Chief Technology Officer & Director
Mr. Thomas is the Chief Executive Officer and co-founder of SCV, a four-year-old Washington, D.C. based venture capital firm, exclusively focused on cybersecurity, which invests in cybersecurity technology companies at the seed and Series A stage of growth. SCV’s investment team brings an expert, technical, younger, reimagined, more modern approach to the venture capital community, start-up founders and the cybersecurity industry at large. Mr. Thomas also serves on SCV’s board of directors and compensation committee. Prior to SCV, Mr. Thomas served eight years as a U.S. Army Intelligence Officer and 11 years as a cybersecurity consultant and executive at Booz Allen Hamilton. He leverages 23 years of experience to identify, invest in, and mature differentiated cybersecurity technology teams. Mr. Thomas currently serves on the board of directors for TrapX Security, Polarity, and ID DataWeb. He is also a member of the Consumer Electronics Show (CES) advisory board and the U.S. Cyber Moonshot advisory board at Auburn University. Mr. Thomas holds a BA in Political Science from Northwestern State University and an MPS in Technology Management from Georgetown University.
Chris Ahern, 33
Chief Financial Officer & Secretary
Chris Ahern is a Principal at SCV, driving the investment process, from deal sourcing and due diligence to funding and takes an active approach towards advising, tracking, managing, and supporting SCV’s portfolio companies. Prior to joining SCV, Mr. Ahern spent less than one year at Blu Venture Investors, a Virginia-based angel investor group, and one year working with Lavrock Ventures, an early stage investor in enterprise software and cybersecurity. Prior to that, Mr. Ahern was a Manager in Ernst & Young’s audit practice. During his six years at Ernst & Young, Mr. Ahern managed several audit projects for a variety of clients in the Washington, D.C. area including several large government contractors and biotechnology companies. Mr. Ahern graduated from the University of Virginia with a Bachelor’s degree in Commerce with concentrations in Finance and International Business and earned his Master’s degree in Accounting, also from the University of Virginia. He also holds a Master’s in Business Administration from Georgetown’s McDonough School of Business.
Board of Directors
Sounil Yu, 48
Director
Mr. Yu has over 30 years of experience in the security industry. He is the creator of the Cyber Defense Matrix and the DIE Resiliency Framework, which has made an impact on the industry, regulators, and the overall security ecosystem. From 2012 to 2019, Mr. Yu served as the Chief Security Scientist at Bank of America, leading a cross-functional team focused on examining a wide array of security technologies and driving security innovation to address emerging cybersecurity needs. Prior to that, Mr. Yu helped improve information security at several commercial institutions and government agencies. Mr. Yu has 22 granted patents covering a wide range of topics, including threat modeling, graph databases, intrusion deception, endpoint security monitoring, tracking media leaks, attributing malicious requests, attributing devices to organizations, detecting logic bombs, security portfolio optimization, and neutralizing stolen files. He serves on the Board of Advisors of the FAIR Institute and Strategic Cyber Ventures and is an adjunct professor at George Mason University’s School of Business teaching the fundamentals of Cybersecurity Technologies. In addition to CISSP and GSEC certifications, Mr. Yu holds a Master’s degree in Electrical Engineering from Virginia Tech and Bachelor’s degrees in Electrical Engineering and Economics from Duke University.
David J. Lunglhofer, 44
Director
Mr. Lunglhofer is currently a Managing Director and Chief Information Security Officer at BNY Mellon, where he is responsible for defining, building and operating a high-functioning, enterprise-level cyber-security organization that securely enables BNY Mellon’s core businesses, protects the assets of the company and its clients, and preserves shareholder value. Mr. Lunglhofer is also a member of the senior leadership team for BNY Mellon’s Client Technology Solutions group. From 2008 to 2014, Mr. Lunglhofer led the Cyber Financial Services practice at the consulting firm Booz Allen Hamilton, where he provided cyber security services and expertise to a wide range of financial institutions, as well as other commercial and government clients. His experience includes providing cyber security support to many of the top U.S. and global financial institutions and helping complex financial services organizations establish comprehensive cyber security strategies, to providing technical assessment services such as penetration testing and dynamic web assessments for mission critical platforms and applications. Mr. Lunglhofer has held a variety of technical cyber security certifications over the course of his career including Certified Ethical Hacker and OSSTMM Professional Security Tester (neither still active), and received his Bachelor’s degree in foreign affairs from the University of Virginia.
Daniel Coats, 76
Director
Sen. Coats is the former Director of National Intelligence, serving from 2017 to 2019. Prior to that, Sen. Coats served as a United States Senator from Indiana, first from 1989 to 1999 and again from 2011 to 2017. Sen. Coats was a member of the United States House of Representatives from 1981 to 1989 and served as the Ambassador to Germany from 2001 to 2005. Sen. Coats is a graduate of Wheaton College and the Robert McKinney Indiana University School of Law, and is a veteran of the U.S. Army.
Vivian C. Schneck-Last, 58
Director
Ms. Schneck-Last served at Goldman Sachs & Company as Managing Director, Global Head of Technology Governance from 2009 to 2014, Managing Director, Global Head of Technology Business Development from 2000 to 2014, and Managing Director, Global Head of Technology Vendor Management from 2003 to 2014. During her tenure at Goldman Sachs & Company, as head of Technology Business Development, Ms. Schneck-Last lead due diligence efforts for numerous investment opportunities. As head of Technology Governance, she designed the Technology Risk Management program for the firm which included cyber and technology operational risk. She currently serves on the board of directors, audit committee, risk committee and the strategic planning committee of SLM Corporation and Sallie Mae Bank, where she has focused on cyber and technology risk as well as digital transformation effects. In addition, Ms. Schneck-Last serves on the board of Coronet Cyber Security Ltd. and Bikur Cholim of Manhattan, Inc., and is an active advisor to emerging growth technology companies. Ms. Schneck-Last received her Master of Business Administration from Columbia University Business School.