Sec Form 13D Filing - Hudson Bay Capital Management LP filing for SCVX Corp. (SCVX) - 2020-03-30

SCVX Corp.

Class A Ordinary Shares, $0.0001 par value per share

G79448208

Hudson Bay Capital Management LP

777 Third Avenue, 30th Floor

New York, NY 10017

(212) 571-1244

Attention: Scott Black

March 19, 2020

NAME OF REPORTING PERSON

Hudson Bay Capital Management LP

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

-0-

SHARED VOTING POWER

2,371,149

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

2,371,149

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,371,1 49

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

TYPE OF REPORTING PERSON

PN, IA

NAME OF REPORTING PERSON

Sander Gerber

(a) ¨

(b) ¨

SOURCE OF FUNDS

AF

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

-0-

SHARED VOTING POWER

2,371,149

SOLE DISPOSITIVE POWER

-0-

SHARED DISPOSITIVE POWER

2,371,149

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

2,371,149

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

TYPE OF REPORTING PERSON

IN

This Schedule 13D is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." The Investment Manager, which serves as the investment manager to Hudson Bay Master Fund Ltd. (th e "HB Fund") in whose names the reported securities are held, may be deemed to be the beneficial owner of the Class A Ordinary Shares held by the HB Fund. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1934, as amended, or otherwise.

The Class A Ordinary Shares reported herein were included within 2,371,149 units of the Issuer (the "Units") purchased by the HB Fund. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant of the Issuer (the "Warrants"), which Warrants will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering. The terms of the Warrants are more fully described under the heading "Description of Securities—Warrants; Public Shareholders’ Redeemable Warrants" in the Issuer’s registration statement on Form S-1 (File No. 333-235694) (the "Form S-1"), which description is incorporated herein by reference.

A total of approximately $22,772,772 was paid to acquire the Units that were acquired by the HB Fund and of which the Class A Ordinary Shares reported herein were a part. Funds for the purchase of the Units were derived from the working capital of the HB Fund and margin borrowings described in the following sentence. The Class A Ordinary Shares reported in this Schedule 13D are held in commingled margin accounts at prime brokers that may extend margin credit to the HB Fund from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the agreed upon benchmark and spread. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Ordinary Shares reported herein.

The Issuer's sponsor is SCVX USA LLC, a Delaware limited liability (the "Sponsor"). Strategic Cyber Ventures, LLC ("SCV") is the managing member of the Sponsor. Substantially all of the voting interests of SCV are held by the HB Fund. Notwithstanding its ownership structure, SCV is entirely managed by a board of directors, a majority of whom cannot be members, officers, directors or employees of any members holding in excess of 25% of the aggregate percentage interests in SCV, which currently includes the HB Fund.

The Sponsor currently holds 4,657,500 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares"). The Class B Ordinary Shares are not currently convertible into Class A Ordinary Shares but are automatically convertible into Class A Ordinary Shares at the time of the Issuer’s initial business combination, as more fully described under the heading "Description of Securities—Founder Shares" in the Form S-1, which description is incorporated herein by reference. The Sponsor purchased an aggregate of 6,600,000 private placement warrants (the "Private Placement Warrants") at a price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of the Issuer's initial public offering. Each Private Placement Warrant will become exercisable, if at all, on the later of 30 days after the completion of the Issuer's initial business combination and 12 months from the closing of the Issuer's initial public offering at an initial exercise price of $11.50 per share, as more fully described under the heading "Description of Securities—Warrants; Private Placement Warrants" in the Form S-1, which description is incorporated herein by reference.

The Sponsor's Class B Ordinary Shares, Private Placement Warrants and any Class A Ordinary Shares issued upon conversion or exercise thereof, are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into by the Sponsor with the Issuer, as more fully described under the heading "Principal Shareholders— Transfers of Founder Shares and Private Placement Warrants" in the Form S-1. The Sponsor is also entitled to registration rights as more fully described under the heading "Principal Shareholders— Registration Rights" in the Form S-1. Pursuant to the Letter Agreement, the Sponsor has waived its redemption rights and agreed to vote its shares in the Issuer as more fully described under the heading "Description of Securities—Founder Shares" in the Form S-1, which description is incorporated herein by reference.

The HB Fund holds 635,574 Warrants.

Other than as disclosed herein and in Items 3 and 4 and the Joint Filing Agreement attached as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the Class A Ordinary Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.