Bright Machines, Inc. executed a non-binding letter of intent to acquire SCVX Corp. (NYSE:SCVX) in a reverse merger transaction on March 3, 2021. Bright Machines, Inc. entered into definitive agreement to acquire SCVX Corp. in a reverse merger transaction on May 15, 2021. Under the agreement, each of issued and outstanding share of Bright Machines Bright Machines preferred stock will be converted into shares of Bright Machines common stock, which will then be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 110 million shares of New Bright Machines common stock (at a deemed value of $10.00 per share), which, in the case of Bright Machines options, will be shares underlying New Bright Machines options, representing a pre-transaction equity value of Bright Machines of $1.1 billion. In addition, 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 million 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. 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). In addition, investors including XN, Hudson Bay Master Fund Ltd., SB Management Limited, 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. Upon completion, SCVX Corp. will change its name to Bright Machines, Inc. It is anticipated that, following the business combination, existing stockholders of Bright Machines will own 52.6%, the PIPE Investors, other than XN LP, its affiliates and its designated affiliated investment funds, will own 8.2%, existing public shareholders of SCVX Class A ordinary shares will own 14.5%, the Sponsor and the current directors and officers of SCVX, as holders of the SCVX Class B ordinary shares, will collectively own 1.8% and XN LP, together with one or more of its affiliates or designated affiliated investment funds, will own 6.5% of outstanding New Bright Machines common stock. The SCVX units, SCVX Class A ordinary shares and SCVX warrants will apply for listing on The Nasdaq Global Select Market under the proposed symbols “BRTM” and “BRTM.WS,” respectively. Following the Closing, it is expected that the current management of Bright Machines will become the management of New Bright Machines, and the Board of Directors of New Bright Machines will consist of eight directors, which will be divided into three classes (Class I, II and III) with Class I consisting of two directors and Classes II and III each consisting of three directors. All the directors of the board of directors of New Bright Machines will be designated by Bright Machines. Amar Hanspal will continue to lead Bright Machines as Chief Executive Officer.

The transaction is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the HSR Act, the approval of SCVX's shareholders, the approval of Bright Machines' shareholders, the registration statement on Form S-4 to be filed by SCVX becoming effective, execution of all the ancillary agreements, the completion of the Redomicile,  the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the shares of New Bright Machines common stock to be issued in connection with the Mergers, SCVX cash shall equal or exceed $375 million, all of the directors and executive officers of SCVX shall have been removed from their respective positions or tendered their irrevocable resignations and others. The Boards of Directors of both SCVX and Bright Machines have unanimously approved the transaction. The Boards of Directors of SCVX unanimously recommends that shareholders vote for the merger agreement. The Bright Machines shareholders have approved the transaction. The statutory HSR waiting period for the HSR Act expired on June 28, 2021. The transaction is expected to close in the second half of 2021. 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. Tad Freese, Benjamin Potter, Grace Lee, Michelle Gross, Ashley Wagner and Ryan Maierson of Latham & Watkins, LLP and Orrick, Herrington & Sutcliffe LLP are acting as legal advisors to Bright Machines. Adam M. Turteltaub and Danielle Scalzo of Willkie Farr & Gallagher LLP are acting as legal advisors to SCVX. Christian Mikosch, Jiayan Zhu, János Tóth, Bryan Jardine, Mircea Ciocirlea and Peter Daszkowski of Henry Farrell of WOLF THEISS Rechtsanwalte GmbH acted as legal advisors to Bright Machines. Continental Stock Transfer & Trust Company acted as transfer agent to SCVX.

Bright Machines, Inc. cancelled the acquisition of SCVX Corp. (NYSE:SCVX) in a reverse merger transaction on December 11, 2021. Upon the termination of the Merger Agreement, certain transaction agreements entered into in connection with the Proposed Business Combination will terminate automatically pursuant to their terms, including (i) the Sponsor Support Agreement by and among SCVX, Bright Machines, SCVX USA LLC, a Delaware limited liability company, the other holders of Class B ordinary shares of SCVX, and XN LP, a Delaware limited partnership, and (ii) the subscription agreements entered into by SCVX with certain investors.