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As filed with the U.S. Securities and Exchange Commission on March 8, 2021
Registration No. 333-        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Rodgers Silicon Valley Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6770
(Primary Standard Industrial
Classification Code Number)
85-3174357
(I.R.S. Employer
Identification No.)
535 Eastview Way
Woodside, CA 94062
Telephone: (650)722-1753
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Thurman J. Rodgers
Chief Executive Officer
535 Eastview Way Woodside, CA 94062
Telephone: (650)722-1753
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell Nussbaum
Tahra Wright
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000
Fax: (212) 407-4990
Matthew B. Hemington
John T. McKenna
Miguel J. Vega
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304-1130
Tel: (650) 843-5000
Fax: (650) 849-7400
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer   ☐ Accelerated filer   ☐
Non-accelerated filer   ☒ Smaller reporting company   ☒
Emerging growth company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities
to be Registered
Amount to be
Registered(1)
Maximum Offering
Price Per
Security(2)
Proposed Maximum
Aggregate Offering
Price(2)
Amount of
Registration Fee(3)
Common Stock(1)
105,000,000 N/A $ 187,448.25 $ 20.50
Total
105,000,000 N/A $ 187,448.25 $ 20.50
(1)
Based on the maximum number of shares of common stock, $0.0001 par value per share (“Common Stock”), of the registrant issuable upon a business combination (the “Business Combination”) involving Rodgers Silicon Valley Acquisition Corp. (“RSVAC”) and Enovix Corporation. (“Enovix”). This number is based on the 105,000,000 shares of Common Stock issuable as consideration in connection with the Business Combination to holders of common stock of Enovix and the holders of rights to acquire common stock of Enovix under any Enovix equity incentive plan or Enovix warrants.
(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Enovix, a Delaware corporation, is a private company, no market exists for its securities, and Enovix has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Enovix securities expected to be exchanged in the Business Combination, including Enovix securities issuable upon the exercise of options.
(3)
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001091.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED [           ] [  ], 2021
PROXY STATEMENT FOR SPECIAL MEETING OF
RODGERS SILICON VALLEY ACQUISITION CORP.
AND
PROSPECTUS FOR SHARES OF COMMON STOCK AND WARRANTS OF
RODGERS SILICON VALLEY ACQUISITION CORP.
Rodgers Silicon Valley Acquisition Corp.
535 Eastview Way
Woodside, CA 94062
To the Stockholders of Rodgers Silicon Valley Acquisition Corp.:
You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Rodgers Silicon Valley Acquisition Corp., which is referred to as “RSVAC.” The Special Meeting will be held on           , 2021, at           local time, via a virtual meeting. In light of the novel coronavirus (referred to as “COVID-19”) pandemic and to support the well-being of RSVAC’s stockholders and partners, the Special Meeting will be completely virtual. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. 1RSVAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.
At the Special Meeting, RSVAC stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):
Proposal 1 — The Business Combination Proposal — to adopt (a) the Agreement and Plan of Merger, dated as of February 22, 2021 (the “Merger Agreement”), by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“RSVAC”), RSVAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), and Enovix Corporation, a Delaware corporation (“Enovix”), pursuant to which Merger Sub will merge with and into Enovix, with Enovix surviving the merger as a wholly owned subsidiary of RSVAC (RSVAC, after Enovix becomes a wholly-owned subsidiary of RSVAC, the “Combined Entity”) and (b) such merger and the other transactions contemplated by the Merger Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”). A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A;
Proposal 2 — The Nasdaq Proposal — to approve, (i) for purposes of complying with Nasdaq Rules 5635(a) and (b), the issuance of more than 20% of the issued and outstanding RSVAC common stock, $0.0001 par value, (the “Common Stock”) and the resulting change in control in connection with the Business Combination, and (ii) for the purposes of complying with Nasdaq Rules 5635(d) the issuance of more than 20% of the issued and outstanding Common Stock in the PIPE Financing (as defined in the accompanying proxy statement/prospectus), upon the completion of the Business Combination (the “Nasdaq Proposal”);
Proposal 3 — The Charter Amendment Proposal — to approve an amendment and restatement of RSVAC certificate of incorporation (the “Current Charter”) for the following amendments (collectively, the “Charter Amendment Proposal”):
a.   to amend the name of the public entity to “Enovix Corporation” from “Rodgers Silicon Valley Acquisition Corp.”;
b.   to eliminate certain provisions related to the purpose of special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination (the ‘‘Closing’’);
c.   to increase the authorized shares of the Combined Entity to 1,000,000,000 authorized shares of common stock and increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors (the “Combined Entity’s Board”) could issue to discourage a takeover attempt to 10,000,000 shares;
d.   to eliminate the current limitations in place on the corporate opportunity doctrine;
e.   to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 6623%; and
f.   to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination.
Proposal 4  —  The Advisory Charter Proposals  —  to approve and adopt, on a non-binding advisory basis, certain differences, in the governance provisions set forth in the Proposed Certificate of Incorporation, as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as five separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):
(1)   Advisory Charter Proposal A — authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share.
(2)   Advisory Charter Proposal B — authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt.
(3)   Advisory Charter Proposal C — that the Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity.

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(4)   Advisory Charter Proposal D — provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
(5)   Advisory Charter Proposal E — provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
Proposal 5 — The Directors Proposal —  to consider and vote upon a proposal to elect, effective as of the consummation of the Business Combination, Mr. Harrold Rust, Ms. Betsy Atkins, Mr. Emmanuel T. Hernandez, Mr. Dan McCranie, Mr. Michael Petrick, Mr. Gregory Reichow and Mr. Thurman J. “T.J.” Rodgers, to serve on the Combined Entity’s Board until their respective successors are duly elected and qualified (we refer to this proposal as the “Directors Proposal”);
Proposal 6 — The Equity Incentive Plan Proposal — to approve the 2021 Equity Incentive Plan (the “Equity Incentive Plan”), a copy of which is annexed to this proxy statement/prospectus as Annex C, in connection with the Business Combination (the “Equity Incentive Plan Proposal”);
Proposal 7 — The ESPP Proposal — to approve the 2021 Employee Stock Purchase Plan (the “ESPP”), a copy of which is annexed to this proxy statement/prospectus as Annex D, in connection with the Business Combination (the “ESPP Proposal,” and together with the Equity Incentive Plan Proposal, the “Incentive Plan Proposals”); and
Proposal 8 — The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal or the Incentive Plan Proposals (the “Adjournment Proposal”).
As we previously announced, on February 22, 2021, RSVAC entered into the Merger Agreement, by and among SVAC, Merger Sub and Enovix.
The Merger Agreement provides for the merger of Merger Sub with and into Enovix, with Enovix continuing as the surviving entity. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):
(i)   all shares of Enovix’s common stock, par value $0.001 per share (the “Enovix Stock”) issued and outstanding immediately prior to the Effective Time (after conversion of the outstanding preferred stock of Enovix as contemplated by the Merger Agreement), whether vested or unvested, will be converted into the right to receive the Merger Consideration Shares (as defined below), with each stockholder of Enovix Stock being entitled to receiving its pro rata share of the Merger Consideration Shares set forth in the equityholder allocation schedule (as defined in the Merger Agreement);
(ii)   all options to purchase shares of Enovix Stock under Enovix’s existing equity incentive plans (the “Enovix Options”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be assumed and become an option to purchase such number of shares of RSVAC Common Stock equal to the option holder’s respective pro rata share of the Merger Consideration set forth in the equityholder allocation schedule (as defined in the Merger Agreement), which shall be reserved for future issuance upon the exercise of such assumed options, upon substantially the same terms and conditions as in effect with respect to such option immediately prior to the Effective Time; and
(iii)   all warrants to purchase shares of Enovix Stock (the “Enovix Warrants”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be assumed and become a warrant to purchase such number of shares of RSVAC Common Stock equal to the warrant holder’s respective pro rata share of the Merger Consideration set forth in the equityholder allocation schedule (as defined in the Merger Agreement), which shall be reserved for future issuance upon the exercise of such assumed warrants, upon substantially the same terms and conditions as in effect with respect to such warrant immediately prior to the Effective Time.
Following completion of the Business Combination and assuming no holders of Common Stock underlying the units (the “Public Shares”) sold in the RSVAC IPO (as defined below) elect to redeem their shares, Rodgers Capital, LLC (the “Sponsor”), the public stockholders, the PIPE Financing (as defined below) investors and other holders of Enovix capital stock (the “Enovix Equityholders”) will own approximately 3.9%, 15.7%, 8.5% and 71.9% of the outstanding common stock of the Combined Entity, respectively. These percentages are calculated based on a number of assumptions (described in the accompanying proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement.
The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of RSVAC Common Stock as of the record date (the “Record Date”) for the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. If the Business Combination Proposal is not approved, the Charter Amendment Proposal, the Nasdaq Proposal, the Directors Proposal and the Incentive Plan Proposals will not be presented to the RSVAC stockholders for a vote. The approval of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, and the Directors Proposal are preconditions to the consummation of the Business Combination (the “Condition Precedent Proposals”). The approval of the Advisory Charter Proposals is not a precondition to the consummation of the Business Combination.
RSVAC Common Stock, Units (as defined below) and Public Warrants (as defined below) are currently listed on the Nasdaq Capital Market under the symbols “RSVA,” “RSVAU” and “RSVAW,” respectively.
Pursuant to the Current Charter, RSVAC is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of its Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to RSVAC to pay its taxes) of RSVAC’s initial public offering (the “RSVAC IPO”). For illustrative purposes, based on funds in the Trust Account of approximately $[ ] million on [           ], 2021, the estimated per share redemption price would have been approximately $[ ].Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or

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any other person with whom it 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”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, 15% or more of the shares of Common Stock included in the Units sold in RSVAC IPO. Holders of RSVAC’s outstanding Public Warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. The Sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of RSVAC’s capital stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 20% of RSVAC’s issued and outstanding shares of Common Stock. The Sponsor, directors and officers have agreed to vote any shares of Common Stock owned by them in favor of the Business Combination Proposal.
RSVAC is providing this proxy statement/prospectus and accompanying proxy card to RSVAC stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. Whether or not you plan to attend the Special Meeting, RSVAC urges you to read this proxy statement/prospectus (and any documents incorporated into this proxy statement/prospectus by reference) carefully. Please pay particular attention to the section titled “Risk Factors.
Due to his position as a stockholder and member of the board of directors of Enovix, Mr. Thurman J. “T.J.” Rodgers, RSVA’s Chief Executive Officer and Chairman of the Board, recused himself as part of the process that had been agreed by all RSVAC directors from both board discussions and board vote regarding the business combination with Enovix. After careful consideration, the disinterested members of the board of directors of RSVAC have unanimously approved and adopted the Merger Agreement and the transactions contemplated therein and unanimously recommends that RSVAC stockholders vote “FOR” adoption and approval of the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Directors Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Advisory Proposals and “FOR” the Incentive Plan Proposals presented to RSVAC stockholders in this proxy statement/prospectus, and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that the directors and officers of RSVAC have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
Each redemption of shares of RSVAC Common Stock by RSVAC public stockholders will decrease the amount in the Trust Account, which held total assets of approximately $[      ] million as of            , 2021. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.
Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Special Meeting online, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, and the Charter Amendment Proposal are approved at the Special Meeting. The Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Incentive Plan Proposals are subject to and conditioned on the approval of the Business Combination Proposal and satisfaction of other closing conditions. The Adjournment Proposal is not subject to and conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” the Business Combination Proposal, “FOR” for the Nasdaq Proposal, “FOR” the Directors Proposal, “FOR” for the Charter Amendment Proposal, “FOR” the Advisory Charter Proposals, “FOR” for the Equity Incentive Plan Proposal and “FOR” the ESPP Proposal to be presented at the Special Meeting and “FOR” the Adjournment Proposal, if presented. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting online, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote during the Special Meeting, you may withdraw your proxy and vote during the Special Meeting.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT RSVAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO RSVAC’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of RSVAC’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Thurman J. Rodgers
Chief Executive Officer
Rodgers Silicon Valley Acquisition Corp.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated                 , 2021 and is first being mailed to the stockholders of RSVAC on or about                 , 2021.

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Rodgers Silicon Valley Acquisition Corp.
535 Eastview Way
Woodside, CA 94062
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF RODGERS SILICON VALLEY ACQUISITION CORP.
To Be Held On , 2021
To the Stockholders of Rodgers Silicon Valley Acquisition Corp.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“RSVAC,” “we,” “our” or “us”), will be held on           , 2021, at 10:00 a.m., Eastern time, via live webcast at the following address           . You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. RSVAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. You are cordially invited to attend the Special Meeting for the following purposes:
1.
Proposal 1 — The Business Combination Proposal — to adopt and approve (a) the Agreement and Plan of Merger, dated as of February 22, 2021 (the “Merger Agreement”), by and among Rodgers Silicon Valley Acquisition Corp., a Delaware corporation (“RSVAC”), RSVAC Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RSVAC (“Merger Sub”), and Enovix Corporation, a Delaware corporation (“Enovix”), pursuant to which Merger Sub will merge with and into Enovix, with Enovix surviving the merger as a wholly owned subsidiary of RSVAC and (b) such merger and the other transactions contemplated by the Merger Agreement (the “Business Combination”). Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Business Combination (the “Effective Time”):
a.
all shares of Enovix Common Stock (the “Enovix Stock”) issued and outstanding immediately prior to the Effective Time (after conversion of the outstanding preferred stock of Enovix as contemplated by the Merger Agreement), whether vested or unvested, will be converted into the right to receive the Merger Consideration Shares, with each stockholder of Enovix Stock being entitled to receiving its pro rata share of the Merger Consideration Shares set forth in the equityholder allocation schedule (as defined in the Merger Agreement);
b.
all options to purchase shares of Enovix Stock under Enovix’s existing equity incentive plans (the “Enovix Options”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be assumed and become an option to purchase such number of shares of RSVAC Common Stock equal to the option holder’s respective pro rata share of the Merger Consideration set forth in the equityholder allocation schedule (as defined in the Merger Agreement), which shall be reserved for future issuance upon the exercise of such assumed options, upon substantially the same terms and conditions as in effect with respect to such option immediately prior to the Effective Time; and
c.
all warrants to purchase shares of Enovix Stock (the “Enovix Warrants”) issued and outstanding immediately prior to the Effective Time, whether vested or unvested, will be assumed and become a warrant to purchase such number of shares of RSVAC Common Stock equal to the warrant holder’s respective pro rata share of the Merger Consideration set forth in the equityholder allocation schedule (as defined in the Merger Agreement), which shall be reserved for future issuance upon the exercise of such assumed warrants, upon substantially the same terms and conditions as in effect with respect to such warrant immediately prior to the Effective Time.
We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A.
2.
Proposal 2 — The Nasdaq Proposal — To approve, for purposes of complying with the applicable listing rules of the Nasdaq Capital Market (the “Nasdaq Rules”), (a) the issuance of 105,000,000
 

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shares of Common Stock to the Enovix Equityholders and (b) the issuance and sale of 12,500,000 shares of Common Stock in the private offering of securities to certain investors in connection with the consummation of the Business Combination (the “Nasdaq Proposal”).
3.
Proposal 3 — The Charter Amendment Proposal — To approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal and the Incentive Plan Proposals and the consummation of the Business Combination, an amendment and restatement of the Current Charter, as set out in the draft amended and restated version of the Current Charter appended to this proxy statement/prospectus as Annex B (the “Proposed Certificate of Incorporation”), for the following amendments (collectively, the “Charter Amendment Proposal”):
a.
to amend the name of the public entity to “Enovix Corporation” from “Rodgers Silicon Valley Acquisition Corp.”;
b.
to eliminate certain provisions related to the purpose of special purpose acquisition corporations that will no longer be relevant following the Closing;
c.
to increase the authorized shares of the Combined Entity to 1,000,000,000 authorized shares of common stock and increase the authorized shares of “blank check” preferred stock that the Combined Entity’s board of directors could issue to discourage a takeover attempt to 10,000,000 shares;
d.
to eliminate the current limitations in place on the corporate opportunity doctrine;
e.
to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 66-2/3%; and
f.
to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
4.
Proposal 4 — The Advisory Charter Proposals — To approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Certificate of Incorporation, as compared to our Current Charter, which are being presented in accordance with the requirements of the SEC as five separate sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):
a.
Advisory Charter Proposal A — authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share.
b.
Advisory Charter Proposal B — authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt.
c.
Advisory Charter Proposal C — that the Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity.
d.
Advisory Charter Proposal D — provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
e.
Advisory Charter Proposal E — provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
 

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5.
Proposal 5 — The Directors Proposal — To vote to elect, effective as of the consummation of the Business Combination, Mr. Harrold Rust, Ms. Betsy Atkins, Mr. Emmanuel T. Hernandez, Mr. Dan McCranie, Mr. Michael Petrick, Mr. Gregory Reichow and Mr. T.J. Rodgers, to serve on the Combined Entity’s Board (we refer to this proposal as the “Directors Proposal”);
6.
Proposal 6 — The Equity Incentive Plan Proposal — To approve and adopt the 2021 Equity Incentive Plan (the “Equity Incentive Plan”) a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Equity Incentive Plan Proposal”); and
7.
Proposal 7 — The ESPP Proposal — To approve and adopt the 2021 Employee Stock Purchase Plan (the “ESPP”) a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “ESPP Proposal”, and together with the Equity Incentive Plan Proposal, the “Incentive Plan Proposals”); and
8.
Proposal 8 — The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal or the Incentive Plan Proposals. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Incentive Plan Proposals, as the “Proposals.”
Only holders of record of RSVAC Common Stock at the close of business on           , 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of RSVAC stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of RSVAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
Pursuant to RSVAC’s Charter, RSVAC is providing RSVAC public stockholders with the opportunity to redeem, upon the Closing, shares of RSVAC Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds (including interest not previously released to RSVAC to pay its taxes) of the RSVAC IPO. For illustrative purposes, based on funds in the Trust Account of approximately $[      ] million on [      ], 2021, the estimated per share redemption price would have been approximately $[ ]. Public stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates or any other person with whom it 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”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of Common Stock included in the Units sold in the RSVAC IPO. Holders of RSVAC’s outstanding Public Warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. RSVAC’s Sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of RSVAC Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 20% of the issued and outstanding shares of RSVAC Common Stock. RSVAC’s Sponsor, directors and officers have agreed to vote any shares of RSVAC Common Stock owned by them in favor of the Business Combination Proposal.
The approval of the Charter Amendment requires the affirmative vote of a majority of the issued and outstanding shares of RSVAC Common Stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot
 

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and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, and the Incentive Plan Proposals will not be presented to the RSVAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Incentive Plan Proposals are preconditions to the consummation of the Business Combination. RSVAC’s board of directors has already approved the Business Combination.
As of [      ], 2021, there was approximately $[ ] million in the Trust Account. Each redemption of shares of RSVAC Common Stock by its public stockholders will decrease the amount in the Trust Account. Net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares please call us at (650)722-1753.
[           ], 2021
By Order of the Board of Directors
Thurman J. Rodgers
Chief Executive Officer
 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC by RSVAC (File No. 333-      ) (the “Registration Statement”), constitutes a prospectus of RSVAC under Section 5 of the Securities Act, with respect to the shares of Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of RSVAC stockholders at which RSVAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.
RSVAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read RSVAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.
If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact our proxy solicitor at:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor, New York, NY 10018
Phone: +1 800-322-2885
Fax: +1 212-929-0308
Email: proxy@mackenziepartners.com
If you are a stockholder of RSVAC and would like to request documents, please do so by [      ] [  ], 2021 to receive them before the RSVAC special meeting of stockholders. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
 
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INTERESTED DIRECTOR AND STOCKHOLDER
Mr. Thurman J. “TJ” Rodgers, RSVAC’s Chief Executive Officer and Chairman of the Board, is a member of the board of directors of Enovix, and owns, through a trust, approximately 11.3% of all issued and outstanding Enovix common stock (on a fully-diluted and as-converted to common stock basis). Due to his position as a stockholder and member of the board of directors of Enovix, Mr. Rodgers recused himself as part of the process that had been agreed by all RSVAC directors from both Board discussions and Board vote regarding the business combination with Enovix. In this document, the words “unanimous,” “unanimously” and similar words, when referencing Board action, mean the unanimous vote of the disinterested members of the Board.
FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “RSVAC” refer to Rodgers Silicon Valley Acquisition Corp.
In this document:
Board” means the board of directors of RSVAC.
Business Combination” means the business combination pursuant to the Merger Agreement.
Charter” or “Current Charter” means RSVAC’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on December 1, 2020.
Closing” means the closing of the Business Combination.
Code” means the Internal Revenue Code of 1986, as amended.
Combined Entity” means RSVAC after Enovix becomes a wholly-owned subsidiary of RSVAC.
Combined Entity’s Board” means the board of directors of the Combined Entity.
Effective Time” means the time at which the Business Combination became effective pursuant to its terms.
Enovix” means Enovix Corporation, a Delaware corporation.
Enovix Equityholders” refers to the holders of equity interests in Enovix as of the time immediately before the Business Combination.
Founders Shares” means the outstanding shares of our Common Stock held by the Sponsor, our directors and affiliates of our management team since September 2020.
Merger Agreement” means the Agreement and Plan of Merger, dated as of February 22, 2021, by and among RSVAC, Merger Sub and Enovix.
Merger Consideration” and “Merger Consideration Shares” means the 105,000,000 shares of Common Stock to be issued as part of the consideration for the Business Combination.
PIPE Financing” refers to the sale of shares of newly issued Common Stock in a private placement concurrent with the Business Combination.
Placement Warrants” means the warrants issued in the Private Placement to the Sponsor.
Private Placement” means the private placement consummated simultaneously with the RSVAC IPO in which RSVAC issued to the Sponsor the Placement Warrants.
Proposals” means the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Incentive Plan Proposals and the Adjournment Proposal.
Public Shares” means Common Stock underlying the Units sold in the RSVAC IPO.
 
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Public Warrants” means warrants underlying the Units issued in the RSVAC IPO, each of which entitles the holder to purchase one share of Common Stock at a price of $11.50 per share.
Redemption” means the right of the holders of Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.
RSVAC” means Rodgers Silicon Valley Acquisition Corp.
RSVAC Common Stock” or “Common Stock” means common stock of RSVAC, $0.0001 par value.
RSVAC IPO” means RSVAC’s initial public offering.
Special Meeting” means the special meeting of the stockholders of RSVAC, to be held on       , 2021, at 10:00 a.m., Eastern time, via live webcast at the following address         .
Sponsor” means Rodgers Capital, LLC, a Delaware limited liability company.
Trust Account” means the Trust Account of RSVAC, which holds the net proceeds of the RSVAC IPO and the sale of the Placement Warrants, together with interest earned thereon, less amounts released to pay franchise and income tax obligations.
Unit” means a unit consisting of one share of Common Stock and one-half of one Public Warrant.
Warrants” means, collectively, the Public Warrants and the Placement Warrants.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of RSVAC stockholders. The following questions and answers do not include all the information that is important to stockholders of RSVAC. We urge the stockholders of RSVAC to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.
Q.
Why am I receiving this proxy statement/prospectus?
A.
RSVAC stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement, among other proposals. RSVAC has entered into the Merger Agreement as a result of which Merger Sub, a wholly owned subsidiary of RSVAC, shall merge with and into Enovix with Enovix surviving such merger, and as a result of Enovix will become a wholly-owned subsidiary of RSVAC. We refer to this merger as the “Business Combination.” Subject to the terms of the Merger Agreement and customary adjustments to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, recapitalization, reclassification, combination, exchange of shares or other like change with respect to shares of RSVAC set forth therein, the aggregate consideration for the Business Combination and related transactions is expected to be approximately $1.05 billion of equity consideration. We refer to such aggregate amount as the “Aggregate Purchase Price.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.
Below are proposals on which RSVAC stockholders are being asked to vote.
1.
The Business Combination Proposal — To consider and vote upon a proposal to adopt and approve the Merger Agreement by and among RSVAC, Merger Sub and Enovix, and approve the transactions contemplated thereby, including the Business Combination, as a result of which Enovix will become a wholly-owned subsidiary of the Combined Entity and all the outstanding shares of Enovix common stock will be exchanged for shares of RSVAC Common Stock;
2.
The Nasdaq Proposal — To approve, for purposes of complying with the applicable listing rules of the Nasdaq Capital Market (the “Nasdaq Rules”), (a) the issuance of 105,000,000 shares of Common Stock to the Enovix Equityholders and (b) the issuance and sale of 12,500,000 shares of Common Stock in the private offering of securities to certain investors in connection with the consummation of the Business Combination (the “Nasdaq Proposal”);
3.
The Charter Amendment Proposal — To approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal and the Incentive Plan Proposals and the consummation of the Business Combination, an amendment and restatement of RSVAC’s Charter, as set forth in the draft Amended Charter appended to this proxy statement/prospectus as Annex B for the following:
a.
to amend the name of the public entity to “Enovix Corporation” from “Rodgers Silicon Valley Acquisition Corp.”;
b.
to eliminate certain provisions related to the purpose of special purpose acquisition corporations that will no longer be relevant following the Closing;
c.
to increase the authorized shares of the Combined Entity to 1,000,000,000 authorized shares of common stock and increase the authorized shares of “blank check”
 
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preferred stock that the Combined Entity’s Board could issue to discourage a takeover attempt to 10,000,000 shares;
d.
to eliminate the current limitations in place on the corporate opportunity doctrine;
e.
to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 66-2∕3%; and
f.
to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
4.
The Advisory Charter Proposals  —  To approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Certificate of Incorporation, as compared to our Current Charter, which are being presented in accordance with the requirements of the SEC as five separate sub-proposals:
a.
Advisory Charter Proposal A — authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share.
b.
Advisory Charter Proposal B — authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt.
c.
Advisory Charter Proposal C — that the Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity.
d.
Advisory Charter Proposal D — provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
e.
Advisory Charter Proposal E — provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
5.
The Directors Proposal — To vote to elect, effective as of the consummation of the Business Combination Mr. Harrold Rust, Ms. Betsy Atkins, Mr. Emmanuel T. Hernandez, Mr. Dan McCranie, Mr. Michael Petrick, Mr. Gregory Reichow and Mr. Thurman J. “T.J.” Rodgers, to serve on the Combined Entity’s Board;
6.
Equity Incentive Plan Proposal — To approve and adopt, the Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C;
7.
ESPP Proposal — To approve and adopt, the Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement as Annex D; and
8.
The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals or the Incentive Plan Proposals.
 
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Q:
Are the proposals conditioned on one another?
A:
Unless the Business Combination Proposal is approved, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal and the Incentive Plan Proposals will not be presented to the stockholders of RSVAC at the Special Meeting. The Adjournment Proposal does not require the approval of the Business Combination Proposal to be effective. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then we will not consummate the Business Combination. If RSVAC does not consummate the Business Combination and fails to complete an initial business combination by December 4, 2022, RSVAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.
Q:
What will happen in the Business Combination?
A:
At the Closing, Merger Sub will merge with and into Enovix, with Enovix surviving such merger as the surviving entity. Upon consummation of the Business Combination, Enovix will become a wholly-owned subsidiary of RSVAC. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by RSVAC’s public stockholders and the proceeds from the PIPE Financing will be used to to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.
Q:
What equity stake will current stockholders of RSVAC and Enovix Equityholders hold in the Combined Entity after the Closing?
A:
It is anticipated that, upon completion of the Business Combination, RSVAC’s public stockholders (other than the PIPE Financing investors) will retain an ownership interest of approximately 15.7% in the Combined Entity, the PIPE Financing investors will own approximately 8.5% of the Combined Entity (such that public stockholders, including PIPE Financing investors, will own approximately 24.2% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 3.9% in the Combined Entity and the Enovix Equityholders will own approximately 71.9% of the outstanding common stock of the Combined Entity. The ownership percentage with respect to the Combined Entity following the Business Combination does not take into account (i) the redemption of any shares by RSVAC’s public stockholders, (ii) Public Warrants that may remain outstanding following the Business Combination or (iii) the issuance of any shares upon Closing under the Equity Incentive Plan, which is intended to be adopted following consummation of the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by RSVAC’s existing stockholders in the Combined Entity will be different.
See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Q.
Did the Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
Yes. Due to Mr. Rodgers’ position as a board member and stockholder of Enovix, the Board obtained a fairness opinion from ThinkEquity, an independent investment banking firm that is a FINRA member. ThinkEquity concluded that the transaction was fair to RSVAC’s stockholders from a financial point of view.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of RSVAC of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, and the Directors Proposal (the “Condition Precedent Proposals”). The Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal and the Incentive Plan Proposals are subject to and conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Incentive Plan Proposals. For a summary
 
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of the conditions that must be satisfied or waived prior to the Closing, see the section titled “The Business Combination Proposal — The Merger Agreement.”
Q:
Why is RSVAC providing stockholders with the opportunity to vote on the Business Combination?
A:
Under the Current Charter, RSVAC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of RSVAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, RSVAC has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, RSVAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the Closing.
Q:
Are there any arrangements to help ensure that RSVAC will have sufficient funds, together with the proceeds in its Trust Account, to fund the Aggregate Purchase Price?
A:
Yes. RSVAC entered into subscription agreements dated as of February 22, 2021, with the PIPE Financing investors, pursuant to which, among other things, RSVAC agreed to issue and sell, in a private placement to close immediately prior to the Closing, an aggregate of 12,500,000 shares of RSVAC common stock for $14.00 per share for a total of $175,000,000.
To the extent not utilized to consummate the Business Combination, the proceeds from the Trust Account will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. RSVAC will agree that it (or its successor) will file with the SEC a registration statement registering the resale of the shares purchased in the PIPE Financing and use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable.
Q:
How many votes do I have at the Special Meeting?
A:
RSVAC stockholders are entitled to one vote at the Special Meeting for each share of RSVAC Common Stock held of record as of  [         ], 2021, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were [        ] outstanding shares of RSVAC Common Stock.
Q:
What vote is required to approve the proposals presented at the Special Meeting?
A:
The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding RSVAC Common Stock as of the Record Date. Accordingly, an RSVAC stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.
The approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot, and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot, and entitled to vote thereon at the Special Meeting. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting. A RSVAC stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of RSVAC Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposals and Adjournment Proposal. The approval of the Advisory Charter Proposals is not a precondition to the consummation of the Business Combination.
If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Directors Proposal and the Incentive Plan Proposals
 
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will not be presented to the RSVAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal and the Incentive Plan Proposals are preconditions to the consummation of the Business Combination.
Q:
May RSVAC, the Sponsor or RSVAC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?
A:
In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of RSVAC’s Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of RSVAC shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.
Q:
What constitutes a quorum at the Special Meeting?
A:
Holders of a majority of the shares of capital stock of RSVAC issued and outstanding and entitled to vote, represented in person, virtual attendance or by proxy, shall constitute a quorum at the Special Meeting. In the absence of a quorum, the stockholders present by virtual attendance or represented by proxy shall have power to adjourn the Special Meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. As of the Record Date,          shares of RSVAC Common Stock would be required to achieve a quorum.
Q:
How will the Sponsor, directors and officers vote?
A:
The Sponsor, as RSVAC’s initial stockholder, and certain individuals, each of whom is a member of RSVAC’s Board and/or management team (“Insiders”) have agreed to vote his, her or its Founders Shares and all shares of RSVAC Common Stock owned by Sponsor or such Insider, respectively, in favor of the Business Combination. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor and Insiders agreed to vote their Founders Shares and other shares of RSVAC Common Stock in accordance with the majority of the votes cast by RSVAC’s public stockholders.
Q:
What interests do RSVAC’s current officers and directors have in the Business Combination?
A:
The Sponsor, members of RSVAC’s Board and its executive officers have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

unless RSVAC consummates an initial business combination, RSVAC’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds from the RSVAC IPO and Private Placement not deposited in the Trust Account;

our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founders Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our common stock equals or exceeds $14.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which
 
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we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except pursuant to limited exceptions). Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and executive officers with respect to any Founders Shares;

the Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated

the fact that Mr. Thurman J. “TJ” Rodgers, RSVAC’s Chief Executive Officer and Chairman of the Board, is a member of the board of directors of Enovix, and owns, through a trust, approximately 11.3% of all issued and outstanding Enovix common stock (on a fully-diluted and as-converted to common stock basis);

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.
These interests may influence RSVAC’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.
Q:
What happens if I sell my shares of Common Stock before the Special Meeting?
A:
The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Common Stock after the Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your shares of Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.
Q:
What happens if I vote against the Business Combination Proposal?
A:
Pursuant to the Current Charter, if the Business Combination Proposal is not approved and RSVAC does not otherwise consummate an alternative business combination by December 4, 2022, RSVAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.
Q:
Do I have redemption rights?
A:
Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with RSVAC’s Charter. As of [           ], 2021, based on funds in the Trust Account of approximately $[ ] million, this would have amounted to approximately $[ ] per share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of RSVAC Common Stock for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to RSVAC’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of RSVAC Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. You may exercise your redemption rights whether you vote your shares of RSVAC Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.
 
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Q:
How do I exercise my redemption rights?
A:
In order to exercise your redemption rights, you must check the box on the enclosed proxy card to elect redemption, and (iii) prior to 5:00 PM, Eastern time, on [          ], 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:    [           ]
E-mail:  [           ]
Please check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the shares of RSVAC Common Stock included in the Units sold in the RSVAC IPO, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is RSVAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, RSVAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with RSVAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to RSVAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that RSVAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting RSVAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
RSVAC stockholders who exercise their redemption rights to receive cash in exchange for their shares of Common Stock generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the shares of Common Stock redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. The redemption, however, may be treated as a distribution to a redeeming stockholder for U.S. federal income tax purposes if the redemption does not effect a sufficient reduction (as determined under applicable federal income tax law) in the redeeming stockholder’s percentage ownership in us (whether such ownership is direct or through the application of certain attribution and constructive ownership rules). Any amounts treated as such a distribution will constitute a dividend to the extent not in excess of our current and accumulated earnings and profits as measured for U.S. federal income tax purposes. Any amounts treated as a distribution and that are in excess of our current and accumulated earnings and profits will reduce the redeeming stockholder’s adjusted tax basis in his or her redeemed shares of our Common Stock, and any remaining amount will be treated as gain realized on the sale or other disposition of our Common Stock. These tax consequences are described in more detail in the section titled “Certain Material U.S. Federal Income Tax Considerations of the Redemption.” We urge you to consult your tax advisor regarding the tax consequences of exercising your redemption rights.
 
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Q:
If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?
A:
No. The holders of Public Warrants have no redemption rights with respect to the Public Warrants.
Q:
If I am a Unit holder, can I exercise redemption rights with respect to my Units?
A:
No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.
If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See the question “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “— Who can help answer my questions?” below.
If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q:
Do I have dissenter rights if I object to the proposed Business Combination?
A:
No. There are no dissenter rights available to holders of RSVAC Common Stock in connection with the Business Combination.
Q:
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A:
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

RSVAC stockholders who properly exercise their redemption rights;

certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by RSVAC or Enovix in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

unpaid franchise and income taxes of RSVAC; and

for general corporate purposes including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.
Q:
What happens if the Business Combination is not consummated?
A:
There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Merger Agreement or otherwise, RSVAC is unable to complete the Business Combination or another initial business combination transaction by December 4, 2022, the Current Charter provides that it 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, subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price,
 
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payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay franchise and income taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the Delaware General Corporation Law (“DGCL”) to provide for claims of creditors and other requirements of applicable law.
RSVAC expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to RSVAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares.
In the event of liquidation, there will be no distribution with respect to RSVAC’s outstanding Warrants. Accordingly, the Warrants will expire worthless.
Q:
When is the Business Combination expected to be completed?
A:
The Closing is expected to take place (a) the second business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Structure of the Merger — Closing Conditions”; or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the closing conditions. The Merger Agreement may be terminated by either RSVAC or Enovix if the Closing has not occurred by July 31, 2021, subject to certain exceptions.
For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”
Q:
What do I need to do now?
A:
You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q:
How do I vote?
A.
If you were a holder of record of RSVAC Common Stock on [           ] , 2021, the Record Date, you may vote with respect to the applicable proposals online at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the Special Meeting, you will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. RSVAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting online. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental Stock Transfer & Trust Company (“CST”) at
 
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proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. Beneficial owners who wish to attend the Special Meeting online should contact CST no later than [           ], 2021 to obtain this information.
Q:
What will happen if I abstain from voting or fail to vote at the Special Meeting?
A:
At the Special Meeting, RSVAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Incentive Plan Proposals. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals. Additionally, if you abstain from voting or fail to vote at the Special Meeting, you will not be able to exercise your redemption rights (as described above).
Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A:
Signed and dated proxies received by RSVAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting. If you fail to indicate how you vote, you will not be able to exercise your redemption rights.
Q.
How can I attend the Special Meeting?
A:
You may attend the Special Meeting via live webcast by visiting [           ]. As a registered stockholder, you received a proxy card from CST, which contains instructions on how to attend the Special Meeting online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. If you do not have your 12-digit meeting control number, contact CST at 917-262-2373 or e-mail CST at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person, but may attend the Special Meeting online by following the instructions below.
You can pre-register to attend the Special Meeting online starting [           ], 2021. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number. RSVAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
If your shares are held in “street name,” you may attend the Special Meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the Special Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the Special Meeting for processing your 12-digit meeting control number.
If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing                 ], when prompted enter the pin # [           ]. This is listen only, you will not be able to vote or enter questions during the Special Meeting.
Q:
If I am not going to attend the Special Meeting, should I return my proxy card instead?
A:
Yes. Whether you plan to attend the Special Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. Under the rules of various national and regional securities exchanges, your broker, bank or
 
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nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. RSVAC believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. You may change your vote by sending a later-dated, signed proxy card to RSVAC’s secretary at the address listed below so that it is received by RSVAC’s secretary prior to the Special Meeting or attend the Special Meeting online and vote. You also may revoke your proxy by sending a notice of revocation to RSVAC’s secretary, which must be received by RSVAC’s secretary prior to the Special Meeting.
Q:
What should I do if I receive more than one set of voting materials?
A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
RSVAC will pay the cost of soliciting proxies for the Special Meeting. RSVAC has engaged MacKenzie Partners, Inc., which we refer to as the “proxy solicitor,” to assist in the solicitation of proxies for the Special Meeting. RSVAC has agreed to pay MacKenzie Partners, Inc. a fee of $[           ], plus disbursements. RSVAC will reimburse the proxy solicitor for reasonable out-of-pocket expenses and will indemnify the proxy solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. RSVAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of RSVAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the RSVAC Common Stock and in obtaining voting instructions from those owners. RSVAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contac our proxy solicitor at:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor, New York, NY 10018
Phone: +1 800-322-2885
Fax: +1 212-929-0308
Email: proxy@mackenziepartners.com
To obtain timely delivery, RSVAC stockholders must request the materials no later than [five (5)] business days prior to the Special Meeting.
You may also obtain additional information about RSVAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to RSVAC’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “— How do I exercise my redemption rights” above. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:    [      ]
E-mail:  [      ].
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”
Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to the “Combined Entity” refer to RSVAC and its consolidated subsidiaries after giving effect to the Business Combination. References to the “Company” or “RSVAC” refer to Rodgers Silicon Valley Acquisition Corp.
Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s public stockholders and do not include any shares of RSVAC Common Stock issuable upon the exercise of the Warrants.
Parties to the Business Combination
Rodgers Silicon Valley Acquisition Corp.
RSVAC is a Delaware corporation formed on September 23, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. While we were not limited to a particular industry or geographic region, given the experience of our management team, our acquisition and value creation strategy was to identify, acquire, and build a Silicon Valley-based technology company with applications in the energy or industrial sectors.
On December 4, 2020, RSVAC consummated the IPO of 23,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of our IPO, RSVAC consummated the sale of 6,000,000 Private Warrants in a private placement to our Sponsor, generating gross proceeds of $6,000,000.
After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Warrants, a total of $230,000,000 was deposited into the Trust Account, and the remaining $1,430,406 of the net proceeds were outside of the Trust Account and made available to be used for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of [      ], 2021, RSVAC had cash of $[      ] outside of the Trust Account. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of [      ], 2021, there was [      ] held in the Trust Account.
In accordance with RSVAC’s current Amended and Restated Certificate of Incorporation, the amounts held in the Trust Account may only be used by RSVAC upon the consummation of a business combination, except that there can be released to RSVAC, from time to time, any interest earned on the funds in the Trust Account that it may need to pay its tax obligations. The remaining interest earned on the funds in the Trust Account will not be released until the earlier of the completion of a business combination and RSVAC’s liquidation. RSVAC executed the Merger Agreement on February 22, 2021 and it must liquidate unless a business combination is consummated by December 4, 2022 (unless such date has been extended).
Our Common Stock, Public Warrants and Units are currently listed on the Nasdaq Capital Market under the symbols “RSVA,” “RSVAW” and “RSVAU,” respectively. The Units commenced trading on the Nasdaq Stock Market on December 2, 2020, and RSVAC announced that the holders of Units may elect to separately trade Common Stock and Public Warrants on January 4, 2021.
The mailing address of our principal executive office is 535 Eastview Way, Woodside, CA 94062, and its telephone number is (650)722-1753.
Merger Sub
RSVAC Merger Sub, Inc. is a wholly-owned subsidiary of RSVAC, formed on February 16, 2021 to consummate the Business Combination. Following the Business Combination, Enovix will merge with
 
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Merger Sub with Enovix surviving the merger. As a result, Enovix will become a wholly-owned subsidiary of the Combined Entity.
Enovix Corporation
Enovix is a Delaware corporation incorporated in November 2006. Enovix has designed, developed and sampled advanced Lithium-ion, or Li-ion, batteries, with energy densities that are five years ahead of current industry standard products. Enovix’s principal executive office is located at 3501 W. Warren Ave., Fremont, California 94583. Its telephone number is (510) 695-2350.
The Proposals
The Business Combination Proposal
RSVAC and Enovix have agreed to a Business Combination under the terms of the Merger Agreement, dated as of February 22, 2021. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub, a Delaware corporation and a wholly-owned subsidiary of RSVAC will merge with and into Enovix, with Enovix continuing as the surviving entity and becoming a wholly owned subsidiary of RSVAC. See the section titled “The Business Combination Proposal.”
The Merger Agreement
Under the terms of the Merger Agreement, Merger Sub shall be merged with and into Enovix, with Enovix continuing as the surviving entity and becoming a wholly owned subsidiary of RSVAC. Each issued and outstanding share of Enovix Common Stock immediately prior to the Effective Time (after giving effect to the consummation of the conversion of all outstanding shares of preferred stock of Enovix into shares of Common Stock) will be canceled and converted into the right to receive Merger Consideration Shares (subject to adjustment).
No later than two business days prior to the anticipated date on which the Closing actually occurs (the “Closing Date”), Enovix shall deliver to RSVAC an equityholder allocation schedule setting forth each stockholder, option holder and warrantholder as of the Closing, and such stockholder’s, option holder’s and warrantholder’s respective percentage of the Merger Consideration. At the Effective Time, by virtue of the Business Combination and without any further action on the part of RSVAC, Merger Sub or Enovix, each Enovix share issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the respective percentage of the Merger Consideration issuable to the stockholders in accordance with the equityholder allocation schedule. Each outstanding Enovix option and warrant shall be assumed by RSVAC and automatically converted into the right to receive an option or warrant, respectively, to purchase such number of shares of RSVAC Common Stock equal to the option holder’s or warrantholder's respective pro rata share of the Merger Consideration set forth in the equityholder allocation schedule (as defined in the Merger Agreement), which shall be reserved for future issuance upon the exercise of such assumed options or warrants, upon substantially the same terms and conditions as in effect with respect to such option or warrant immediately prior to the Effective. No certificates or scrip representing fractional shares will be issued pursuant to the Business Combination. Stock certificates evidencing the Merger Consideration shall bear restrictive legends as required by any securities laws at the time of the Business Combination.
Board of Directors
The Combined Entity’s Board will consist of seven members upon the Closing. At each annual general meeting of stockholders, the successors to directors will be elected to serve from the time of election and qualification.
RSVAC Reasons for the Business Combination
RSVAC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. RSVAC
 
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sought to do this by utilizing the networks and industry experience of both its management team and its Board to identify, acquire and operate one or more businesses within or outside of the United States.
In evaluating the transaction with Enovix, the RSVAC Board consulted with RSVAC’s legal counsel, Loeb & Loeb, its financial advisors, Oppenheimer, as well as its independent fairness opinion firm, ThinkEquity.
Between December 2 and 23, 2020, the Board evaluated top ten potential initial business combination candidates that met its criteria, starting with companies that fit the target technologies in green energy, electrification and storage, smart industry (IoT), artificial intelligence and/or the new manufacturing wave, i.e. self-configuring automatic assembly lines and computer vision with learning capabilities.
The Board also considered the following attributes in considering its top candidates, including, public company readiness, a technically dominant product, a company with enthusiastic customers, excellent employee core values, excellent company culture, excellent management team, a plan to grow rapidly by taking a dominant share of a growing medium-sized market, potential for excellent gross margin, a second product on schedule and preferably a Silicon Valley-based company.
The Board concluded that Enovix met most of these criteria and presented the best probability for an initial business combination.
Members of the Board of RSVAC then, either collectively or separately, conducted numerous due diligence sessions with Enovix senior management and staff members between December 16, 2020 and February 11, 2021. The RSVAC Board also conducted weekly Board meetings to report and review progress on due diligence efforts.
Before reaching its decision, the RSVAC Board of Directors discussed the material results of its due diligence activities with respect to Enovix, which included extensive meetings and calls and detailed review of:

the experience, background and commitment of the senior management team and the culture of Enovix,

products and technology roadmap,

products energy density, particularly Enovix’s plans to transition from EX-1, to EX-2 and to EX-3,

intellectual property of Enovix, including patents filed and pending,

factory configuration, capacity utilization models, throughput of the factory, the level of automation, yields, manpower plans and detailed cost models,

financial plans, including sales, cost of sales, gross margin, operating expenses and the resulting profit and loss and EBITDA,

capital expenditure plans, timing of delivery and installation of equipment,

scenarios for increasing manufacturing capacity beyond its initial Fab 1 in Fremont, California,

plans to potentially partner with a U.S.-EV battery factory and the retrofits needed to convert it into an Enovix battery factory,

critical business processes including financial reporting, financial planning, internal controls, IT, IR and communications, human resources, manufacturing, quality, new product development and technology development and the likely need for ERP-type systems to be implemented for finance, accounting and manufacturing,

critical staffing levels and new hires including some senior management positions,

business process relative to documentation, setting specifications and critical success factors (“CSFs”) for goals and schedules setting,

key customers to validate scope and scale of the potential business opportunity, the importance of Enovix’s energy density to the customer’s end product, the current status of sampled Enovix products relative to customer’s expectations, the lifecycle of their end products, the customer’s view of
 
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Enovix’s future product roadmap, the projected timeline for customer’s product qualification, potential start of revenue and the general size of the opportunity for Enovix,

strategy for addressing the wearables market, mobile computing and PC/laptop markets and a review of the sizes of those markets,

pricing model and premiums assumed for energy density advantage, and

revenue forecast and projected growth, pipeline and Enovix’s sales and marketing systems.
The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Future Financial Performance. The risk that future financial performance may not meet our expectations due to factors in our control or out of our control, including due to economic cycles or other macroeconomic factors.

COVID-19. Uncertainties regarding the potential impacts of the COVID-19 pandemic and related economic disruptions on Enovix’s operations and demand for its products.

Potential for Benefits not Achieved. The risk that the potential benefits of the Business Combination, including Enovix’s products, technology, manufacturing plans may not be realized as planned or anticipated.

Exclusivity. The fact that the Merger Agreement includes an exclusivity provision that prohibits us from, among other things, soliciting, initiating, engaging, participating or entering into discussions or negotiations with any person concerning any alternative transaction between us and another person with respect to a potential business combination. The exclusivity provision is effective until the earlier of the Closing Date and the date that the Merger Agreement is properly terminated.

Stockholder Vote. The risk that our stockholders may fail to provide the respective votes necessary to effect the Business Combination.

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within our control.

Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses. The fees and expenses associated with completing the Business Combination may exceed the funds we have available, or what is planned and/or anticipated.

Other Risks. Various other risks associated with the Business Combination, the business of RSVAC, and the business of Enovix described under “Risk Factors.
The Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement, and the transactions contemplated thereby, including but not limited to, the following material factors and viewpoints:

Attractive Valuation. Our Board and its financial advisors and its fairness opinion firm have conducted extensive research on comparable companies.

Highly Committed Shareholders. Reflecting their desire to participate in future equity value creation, Enovix existing shareholders intend to roll 100% of their equity into RSVAC, owning on a pro forma basis approximately 71.9% of the Combined Entity immediately following the contemplated transaction assuming no redemption of public shares. Similarly, we have entered into definitive subscription agreements with our PIPE investors in connection with our merger agreement with Enovix. Importantly, both we and Enovix have a shared vision for the operating strategy we collectively believe will drive future value growth for shareholders. Both of the companies also believe public shareholders will benefit from the combination of Enovix management’s extensive knowledge of the business.
 
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The Board based its decision on all the information available and the factors presented to and considered by it. This explanation of our reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.
Accounting Treatment
Enovix prepares consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Notwithstanding the legal form of the Business Combination, this transaction will be accounted for as a reverse recapitalization in accordance with GAAP. RSVAC will be treated as the acquired company for financial reporting purposes, and Enovix will be the accounting acquiror. Enovix will be deemed the accounting predecessor and the Combined Entity will be the successor SEC registrant, which means that Enovix’s consolidated financial statements for previous periods will be disclosed in the Combined Entity’s future periodic reports filed with the SEC. A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the Combined Entity represent the continuation of the consolidated financial statements of Enovix in many respects. Under this method of accounting, the transaction will be treated as the equivalent of Enovix issuing stock for the net assets of RSVAC, accompanied by a recapitalization The consolidated assets, liabilities and results of operations of Enovix will become the historical financial statements of the Combined Entity, and RSVAC’s assets, liabilities and results of operations will be consolidated with Enovix beginning on the acquisition date. Operations prior to the Closing will be presented as those of Enovix in future reports. The net assets of RSVAC will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded.
Enovix has been deemed the accounting acquiror for purposes of this transaction based on an evaluation of the following facts and circumstances:

Enovix Equityholders will hold a majority ownership interest in the Combined Entity, irrespective of whether or not existing stockholders of RSVAC exercise their right to redeem their shares of RSVAC common stock;

Enovix’s existing senior management team will comprise senior management of the Combined Entity;

Enovix is the larger of the companies based on historical operating activity and employee base; and

Enovix operations will comprise the ongoing operations of the Combined Entity.
The most significant change in the Combined Entity’s future reported financial position and results are expected to be an estimated increase in cash (as compared to Enovix’s consolidated balance sheet at December 31, 2020) of between approximately $180 million, assuming maximum stockholder redemptions permitted under the Merger Agreement, and $390 million, assuming no stockholder redemptions.
Upon consummation of the Business Combination, Enovix will become the successor to an SEC-registered and NASDAQ-listed company which will require Enovix to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Enovix expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources.
Dissenter Rights
Dissenter rights are not available to RSVAC stockholders in connection with the Business Combination.
Impact of the Business Combination on RSVAC’s Public Float
It is anticipated that, upon the Closing, RSVAC’s public stockholders (other than the PIPE Financing investors) will retain an ownership interest of approximately 15.7% in the Combined Entity, the PIPE Financing investors will own approximately 8.5% of the Combined Entity (such that public stockholders, including PIPE Financing investors, will own approximately 24.2% of the Combined Entity), the Sponsor will
 
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retain an ownership interest of approximately 3.9% in the Combined Entity and the Enovix Equityholders will own approximately 71.9% of the outstanding common stock of the Combined Entity.
The ownership percentage with respect to the Combined Entity following the Business Combination does not take into account (i) the redemption of any shares by RSVAC’s public stockholders, or (ii) the exercise of the Public Warrants and Placement Warrants outstanding following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the RSVAC’s existing stockholders in the Combined Entity will be different.
The following tables illustrate varying ownership levels in RSVAC assuming the factors mentioned above, and excluding the exercise of the above-mentioned warrants
Assumed % of Public
Shares Redeemed (or Proceeds
Remaining in Trust Account)
0% (or
$230 million
in trust)
100%
(or $0
in trust)
RSVAC public stockholders
16% 1%
PIPE Financing investors
8 10
Sponsor
4 5
Enovix Equityholders
72 84
Total
100% 100%
Upon consummation of the Business Combination, the Board anticipates having seven directors. At each annual meeting of stockholders, the successors to directors will be elected to serve from the time of election and qualification. See the section titled “Management After the Business Combination” for additional information.
The Nasdaq Proposal
As part of the consideration for the Business Combination, RSVAC is obligated to (a) issue 105,000,000 shares of Common Stock to the Enovix Equityholders. In addition, in connection with the Business Combination, RSVAC entered into the Subscription Agreements with the PIPE Financing investors to purchase 12,500,000 shares of Common Stock for an aggregate amount of $175,000,000, subject to certain conditions, including that all conditions precedent to the Closing will have been satisfied or waived (other than those conditions that are to be satisfied at Closing). RSVAC stockholders will be asked to approve, for purposes of complying with the Nasdaq Rules, (a) the issuance of 105,000,000 shares of Common Stock to the Enovix Equityholders and (b) the issuance of 12,500,000 shares of Common Stock to the PIPE Financing investors. Please see the section titled “The Nasdaq Proposal.”
The Charter Amendment Proposal
RSVAC stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal and the Incentive Plan Proposals and the consummation of the Business Combination, an amendment and restatement of the Current Charter, as set out in the Amended Charter appended to this proxy statement/prospectus as Annex B, for the following:
a.
to amend the name of the public entity to “Enovix Corporation” from “Rodgers Silicon Valley Acquisition Corp.”;
b.
to eliminate certain provisions related to the purpose of special purpose acquisition corporations that will no longer be relevant following the Closing;
c.
to increase the authorized shares of the Combined Entity to 1,000,000,000 authorized shares of common stock and increase the authorized shares of “blank check” preferred stock that the Combined Entity’s Board could issue to discourage a takeover attempt to 10,000,000 shares;
 
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d.
to eliminate the current limitations in place on the corporate opportunity doctrine;
e.
to increase the required vote thresholds for approving amendments to the certificate of incorporation and bylaws to 66-2∕3%; and
f.
to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
The Advisory Charter Proposals
RSVAC stockholders will be asked to approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Certificate of Incorporation, as compared to our Current Charter, which are being presented in accordance with the requirements of the SEC as five separate sub-proposals:
(1)   Advisory Charter Proposal A — authorize the issuance of up to 1,000,000,000 shares of common stock, par value $0.0001 per share.
(2)   Advisory Charter Proposal B — authorize the issuance of up to 10,000,000 shares of “blank check” preferred stock, the rights, preferences and privileges of which may be designated from time to time by the Combined Entity’s Board to increase the number of outstanding shares and discourage a takeover attempt.
(3)   Advisory Charter Proposal C — that the Proposed Certificate of Incorporation will be silent on the issue of the application of the doctrine of corporate opportunity.
(4)   Advisory Charter Proposal D — provide that any amendment to certain provisions of the Proposed Certificate of Incorporation will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
(5)   Advisory Charter Proposal E — provide that any amendment to the Combined Entity’s bylaws will require the approval of the holders of at least 66 2/3% of the Combined Entity’s then-outstanding shares of capital stock entitled to vote generally at an election of directors.
The Directors Proposal
RSVAC is proposing that its stockholders to vote to elect, effective as of the consummation of the Business Combination Mr. Harrold Rust, Ms. Betsy Atkins, Mr. Emmanuel T. Hernandez, Mr. Dan McCranie, Mr. Michael Petrick, Mr. Gregory Reichow and Mr. Thurman J. “T.J.” Rodgers, to serve on the Combined Entity’s Board.
The Equity Incentive Plan Proposal
RSVAC is proposing that its stockholders approve and adopt the 2021 Equity Incentive Plan of the Combined Entity, which will become effective upon the Closing. A summary of the Equity Incentive Plan is set forth in the “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus and a complete copy of the Equity Incentive Plan is attached hereto as Annex C.
The ESPP Proposal
RSVAC is proposing that its stockholders approve and adopt the 2021 Employee Stock Purchase Plan of the Combined Entity, which will become effective upon the Closing. A summary of the Employee Stock Purchase Plan is set forth in the “The ESPP Proposal” section of this proxy statement/prospectus and a complete copy of the Employee Stock Purchase Plan is attached hereto as Annex D.
Date, Time and Place of Special Meeting
The Special Meeting will be held on [           ] , 2021, at 10:00 a.m., Eastern time, conducted via live webcast at the following address [                 ]. You will need the 12-digit meeting control number
 
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that is printed on your proxy card to enter the Special Meeting. RSVAC recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to physically attend the Special Meeting in person.
Proxy Solicitation
Proxies may be solicited by mail. We have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares online if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of RSVAC Stockholders — Revoking Your Proxy.”
Quorum and Required Vote for Proposals for the Special Meeting
A quorum of RSVAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting of stockholders if a majority of the shares of capital stock of RSVAC issued and outstanding and entitled to vote, is represented in person, by virtual attendance or by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.
The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding RSVAC Common Stock as of the Record Date. Accordingly, a RSVAC stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.
The approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. An RSVAC stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposals and Adjournment Proposal. Approval of the Directors Proposal will require the vote by a plurality of the shares of the Common Stock present by virtual attendance or represented by proxy and entitled to vote at the Meeting.
The Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal and the Incentive Plan Proposals are subject to and conditioned on the approval of the Business Combination Proposal and the Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal and the Incentive Plan Proposals. The Adjournment Proposal is not subject to and conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the Business Combination Proposal, the Nasdaq Proposal, the Charter Amendment Proposal, the Directors Proposal and the Incentive Plan Proposals do not receive the requisite vote for approval, then RSVAC will not consummate the Business Combination. If RSVAC does not consummate the Business Combination and fails to complete an initial business combination by December 4, 2022, it will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders.
Recommendation to RSVAC Stockholders
The Board believes that the Proposals to be presented at the Special Meeting are in the best interests of RSVAC and its stockholders and unanimously recommends that RSVAC stockholders vote “FOR” the Proposals.
When you consider the recommendation of the Board in favor of approval of these Proposals, you should keep in mind that RSVAC directors and officers have interests in the Business Combination that are
 
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different from or in addition to (and which may conflict with) your interests as a stockholder. These interests include, among other things:

unless RSVAC consummates an initial business combination, RSVAC’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account from the RSVAC IPO and Private Placement;

with certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;

the Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

the fact that Mr. Thurman J. “TJ” Rodgers, RSVAC’s Chief Executive Officer and Chairman of the Board, is a member of the board of directors of Enovix, and owns, through a trust, approximately 11.3% of all issued and outstanding Enovix common stock (on a fully-diluted and as-converted to common stock basis);

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.
Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.
 
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Summary of Risks Related to Enovix

Enovix will need to improve its energy density, which requires Enovix to implement higher energy density materials for both cathodes and anodes, which it may not be able to do.

Enovix relies on a new and complex manufacturing process for its operations: achieving production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

Enovix currently does not have a manufacturing facility to produce its lithium-ion battery cell in sufficient quantities to meet expected demand, and if Enovix cannot successfully locate and bring an additional facility online, its business will be negatively impacted and could fail.

Enovix may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are more expensive than anticipated, which could delay the introduction of Enovix’s product and negatively impact its business.

Enovix may be unable to adequately control the costs associated with its operations and the components necessary to build its lithium-ion battery cells.

If Enovix’s batteries fail to perform as expected, Enovix’s ability to develop, market and sell its batteries could be harmed.

Operational problems with Enovix’s manufacturing equipment subject it to safety risks which, if not adequately addressed, could have a material adverse effect on Enovix’s business, results of operations, cash flows, financial condition or prospects.

The battery market continues to evolve and is highly competitive, and Enovix may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

If Enovix is unable to attract and retain key employees and qualified personnel, its ability to compete could be harmed.

Enovix is an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.

Enovix has been, and may in the future be, adversely affected by the global COVID-19 pandemic.

Enovix does not have adequate funds to acquire its next manufacturing facility and build it out, and may need to raise additional capital, which it may not be able to do.

Enovix relies heavily on its intellectual property portfolio. If Enovix is unable to protect its intellectual property rights, its business and competitive position would be harmed.

Enovix could face state-sponsored competition from overseas, and may not be able to compete in the market on the basis of price.

Enovix identified a material weakness in its internal control over financial reporting. If Enovix is unable to remediate this material weakness, or if Enovix identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Enovix may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and stock price.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ENOVIX
The following selected historical consolidated financial information and other data for Enovix set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Enovix” and Enovix’s historical consolidated financial statements and the related notes thereto contained elsewhere in this proxy statement/prospectus.
The selected historical consolidated financial information and other data presented below for the years ended December 31, 2020 and 2019, and the selected consolidated balance sheet and other data as of December 31, 2020 and 2019 have been derived from Enovix’s audited consolidated financial statements included in this proxy statement/prospectus.
Year Ended
December 31,
2020
2019
(in thousands, except share and per share data)
Consolidated Statements of Operations Data:
Operating expenses:
Cost of revenue
$ 3,375 $ 161
Research and development
14,442 12,147
Selling, general and administrative
5,713 4,203
Loss from operations
(23,530) (16,511)
Change in fair value of convertible preferred stock warrants
(13,789) 260
Issuance of convertible preferred stock warrants
(1,476)
Change in fair value of convertible promissory notes
(2,422)
Gain on extinguishment of paycheck protection program loan
1,628
Interest expense
(107) (23)
Other income, net
46 86
Loss from operations before incomes taxes
(39,650) (16,188)
Income tax expenses (benefit)
Net loss
$ (39,650) $ (16,188)
Net loss per share, basic and diluted
$ (0.65) $ (0.28)
Weighted-average number of shares outstanding, basic and diluted
60,645,131 57,735,620
As of
December 31,
2020
2019
Consolidated Balance Sheets Data:
Total assets
$ 64,964 $ 16,614
Total liabilities
28,748 13,636
Convertible preferred stock warrants
15,995 730
Convertible preferred stock
202,056 129,921
Stockholders’ deficit
(165,840) (126,943)
 
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SUMMARY FINANCIAL AND OTHER DATA OF RSVAC
The following tables summarize RSVAC’s financial and other data. RSVAC’s summary statement of operations data for the period from September 23, 2020 (inception) through December 31, 2020 and the summary balance sheet data as of December 31, 2020 are derived from RSVAC’s audited financial statements included elsewhere in this proxy statement/prospectus. RSVAC’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year.
You should read this data together with our consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus and the sections titled “Selected Financial and Other Data of RSVAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of RSVAC.”
For the Period From
September 23, 2020
(Inception) through
December 31, 2020
(Audited)
Statements of Operations Data:
Formation and operating costs
$ 169,324
Loss from Operations
$ (169,324)
Other income:
Interest income – bank
9
Interest earned on marketable securities held in Trust Account
5,877
Unrealized loss on marketable securities held in Trust Account
(38,849)
Other loss, net
(32,963)
Net Loss
$ (202,287)
Weighted average shares outstanding, basic and diluted(1)
6,081,367
Basic and diluted net loss per common share
$ (0.03)
(1)
Excludes an aggregate of up to 21,780,266 shares subject to possible redemption.
As of
December 31, 2020
Balance Sheet Data:
Total assets
$ 230,906,193
Total liabilities
8,134,754
Working capital(1)
887,457
Total stockholders’ equity
5,000,002
(1)
Working capital is defined as total current assets minus total current liabilities excludes tax payable.
 
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SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma combined financial data (the “summary pro forma data”) gives effect to the Business Combination and the other transactions contemplated by the Merger Agreement described in the section titled “Unaudited Pro Forma Combined Financial Information”. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RSVAC will be treated as the “acquired” company for accounting purposes and the Business Combination will be treated as the equivalent of Enovix issuing stock for the net assets of RSVAC, accompanied by a recapitalization. The net assets of RSVAC will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma combined balance sheet data as of December 31, 2020 gives pro forma effect to the Business Combination and the other transactions contemplated by the Merger Agreement as if they had occurred on December 31, 2020. The summary unaudited pro forma combined statement of operations data for the year ended December 31, 2020 give pro forma effect to the Business Combination and the other transactions contemplated by the Merger Agreement as if they had occurred on January 1, 2020.
The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma combined financial information of the Combined Entity appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma combined financial information is based upon, and should be read in conjunction with, the historical financial statements of RSVAC and the historical consolidated financial statements of Enovix and related notes included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the Combined Entity’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Merger Agreement been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the Combined Entity.
The following table presents summary pro forma data after giving effect to the Business Combination and the other transactions contemplated by the Merger Agreement, assuming two redemption scenarios as follows:

Assuming No Additional Redemptions: This scenario assumes that no shares of Common Stock are redeemed; and

Assuming Maximum Redemptions: This scenario assumes that 21,780,266 shares of Common Stock are redeemed for an aggregate payment of approximately $218 million from the Trust Account, which is the maximum redemptions that would satisfy RSVAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.
Unaudited Combined Pro Forma
(Assuming No
Redemptions)
(Assuming
Maximum
Redemptions)
(in thousands, except share and per share data)
Summary Unaudited Pro Forma Combined
Statement of Operations Data Year Ended December 31, 2020
Total operating expenses
$ 23,690 $ 23,690
Net loss
$       (39,810) $ (39,810)
Net loss per share of Common Stock – basic and diluted
$ (0.27) $ (0.32)
Weighted average number of shares of Common Stock outstanding – basic and diluted
146,250,000 124,469,734
Selected Unaudited Pro Forma Combined
Balance Sheet Data as of December 31, 2020
Total assets
$       441,776 $ 224,005
Total liabilities
$ 12,838 $ 12,838
Total stockholders’ equity
$       428,938 $ 211,167
 
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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE
DATA OF RSVAC AND ENOVIX
The following table sets forth selected historical comparative share information for RSVAC and Enovix and unaudited pro forma combined per share information of the Combined Entity after giving effect to the Business Combination, assuming two redemption scenarios as follows:

Assuming No Redemption: This scenario assumes that no shares of Common Stock are redeemed; and

Assuming Maximum Possible Redemption: This scenario assumes that 21,780,266 shares of Common Stock are redeemed for an aggregate payment of approximately $218 million from the Trust Account, which is the maximum redemptions that would satisfy RSVAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.
The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2020. The weighted average shares outstanding and net loss per share information give pro forma effect to the Business Combination and the other transactions contemplated by the Merger Agreement as if they had occurred on January 1, 2020.
This information is only a summary and should be read together with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of RSVAC and the historical consolidated financial statements of Enovix and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of RSVAC and Enovix is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined net loss per share information below does not purport to represent the net loss per share which would have occurred had the companies been combined during the periods presented, nor net loss per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of RSVAC and Enovix would have been had the companies been combined during the periods presented.
Unaudited Combined Pro Forma
Unaudited Enovix equivalent
pro forma per share data(2)
RSVAC
(Historical)(4)
Enovix
(Historical)
(Assuming
No
Redemption)
(Assuming
Maximum
Redemption)
(Assuming
No
Redemption)
(Assuming
Maximum
Redemption)
As of and for the Year Ended December 31, 2020(3)
Book value per share(1)
$ 0.82 $ (2.75) $ 2.93 $ 1.70 $ 0.65 $ 0.38
Weighted average shares outstanding of Common Stock – basic and diluted
6,081,367 60,645,131 146,250,000 124,469,734 105,000,000 105,000,000
Net loss per share of Common
Stock – basic and diluted
$ (0.03) $ (0.65) $ (0.27) $ (0.32) $ (0.06) $ (0.07)
(1)
Book value per share = Total equity excluding preferred shares /weighted shares outstanding.
(2)
The equivalent pro forma basic and diluted per share data for Enovix is based on the Exchange Ratio of 0.22 set forth in the Merger Agreement.
(3)
There were no cash dividends declared in the period presented.
(4)
RSVAC historical weighted average shares of common stock outstanding excludes an aggregate of 21,780,266 shares subject to possible redemption. Common stock subject to redemption was not included in this table as the results are not material.
 
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RISK FACTORS
The following risk factors will apply to our business and operations following the completion of the Business Combination. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Enovix and our business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of Common Stock. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the consolidated financial statements of Enovix and notes to the consolidated financial statements included herein.
Risks Related to Enovix
Summary of Risks Related to Enovix

Enovix will need to improve its energy density, which requires Enovix to implement higher energy density materials for both cathodes and anodes, which it may not be able to do.

Enovix relies on a new and complex manufacturing process for its operation: achieving production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

Enovix currently does not have a manufacturing facility to produce its lithium-ion battery cell in sufficient quantities to meet expected demand, and if Enovix cannot successfully locate and bring an additional facility online, its business will be negatively impacted and could fail.

Enovix may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are more expensive than anticipated, which could delay the introduction of Enovix’s product and negatively impact its business.

Enovix may be unable to adequately control the costs associated with its operations and the components necessary to build its lithium-ion battery cells.

If Enovix’s batteries fail to perform as expected, Enovix’s ability to develop, market and sell its batteries could be harmed.

Operational problems with Enovix’s manufacturing equipment subject it to safety risks which, if not adequately addressed, could have a material adverse effect on Enovix’s business, results of operations, cash flows, financial condition or prospects.

The battery market continues to evolve and is highly competitive, and Enovix may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

If Enovix is unable to attract and retain key employees and qualified personnel, its ability to compete could be harmed.

Enovix is an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.

Enovix has been, and may in the future be, adversely affected by the global COVID-19 pandemic.

Enovix does not have adequate funds to acquire its next manufacturing facility and build it out, and may need to raise additional capital, which it may not be able to do.

Enovix relies heavily on its intellectual property portfolio. If Enovix is unable to protect its intellectual property rights, its business and competitive position would be harmed.

Enovix could face state-sponsored competition from overseas, and may not be able to compete in the market on the basis of price.
 
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Enovix identified a material weakness in its internal control over financial reporting. If Enovix is unable to remediate this material weakness, or if Enovix identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Enovix may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and stock price.
Risks Related to Enovix’s Manufacturing and Scale-Up
Enovix will need to improve its energy density, which requires Enovix to implement higher energy density materials for both cathodes and anodes, which it may not be able to do.
Enovix’s roadmap to improve its energy density requires Enovix to implement higher energy density materials for both cathodes and anodes. To successfully use these materials Enovix will have to optimize its cell designs including, but not limited to formulations, thicknesses, geometries, materials, chemistries and manufacturing techniques. It could take Enovix longer to incorporate these new materials or it might not be able to achieve every cell performance specification required by customers. Further, Enovix will need to make improvements in packaging technology to achieve its energy density roadmap. These improvements could take longer or be more difficult than forecasted. This could reduce the performance or delay the availability of products to customers. In addition, Enovix has not achieved every specification for the products it plans to produce in its first year of production. The failure of Enovix to achieve all of these specifications or adequately address each of these other challenges could impact the performance of its cells or delay the availability of these products to its customers.
Enovix relies on a new and complex manufacturing process for its operations: achieving production involves a significant degree of risk and uncertainty in terms of operational performance and costs.
Although Enovix has developed its Li-ion battery technology, Enovix relies heavily on a new and complex manufacturing process for the production of its lithium-ion battery cells, all of which has not yet been developed or qualified to operate at large-scale manufacturing volumes. This will require Enovix to bring up a first-of-its-kind automated production line to produce its batteries. It may take longer than expected to install, qualify and release this line and require modifications to the equipment to achieve its goals for through put and yield. The work required to develop this process and integrate equipment into the production of Enovix’s lithium-ion battery cells is time intensive and requires Enovix to work closely with developers and equipment providers to ensure that it works properly for Enovix’s unique battery technology. This integration work will involve a significant degree of uncertainty and risk and may result in the delay in the scaling up of production or result in additional cost to Enovix’s battery cells.
Both Enovix’s Fremont pilot manufacturing facilities and its large-scale manufacturing facility will require large-scale machinery. Such machinery is likely to suffer unexpected malfunctions from time to time and will require repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of Enovix’s production equipment may significantly affect the intended operational efficiency. The people needed to remedy these malfunctions may not be readily available. In addition, because this equipment has not been used to build lithium-ion battery cells, the operational performance and costs associated with this equipment can be difficult to predict and may be influenced by factors outside of Enovix’s control, such as, but not limited to, failures by suppliers to deliver necessary components of Enovix’s products in a timely manner and at prices and volumes acceptable to Enovix, environmental hazards and remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fires, seismic activity and other natural disasters. Further, Enovix has in the past experienced power outages at its facilities, and if these outages are more frequent or longer in duration than expected it could impact Enovix’s ability to manufacture batteries in a timely manner.
Even if Enovix is able successfully to develop this new and complex manufacturing process, Enovix may not be able to produce its lithium-ion batteries in commercial volumes in a cost-effective manner.
Enovix currently does not have a manufacturing facility to produce its lithium-ion battery cell in sufficient quantities to meet expected demand, and if Enovix cannot successfully locate and bring an additional facility online, its business will be negatively impacted and could fail.
Currently, Enovix is completing its manufacturing facility in Fremont, California. Even if Enovix is able to overcome the challenges in designing and refining its manufacturing process, this manufacturing
 
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facility will only have one manufacturing line which will be sufficient to produce batteries in commercial scale, but not in high enough volumes to meet its expected demand. Enovix is in the process of locating an additional facility which, if Enovix is able to overcome the challenges in designing and refining its manufacturing process, will have multiple lines to produce commercial volumes of its lithium-ion batteries to meet its expected demands. However, Enovix has not yet located a suitable facility and, even if it is able to do so, there is no guarantee that its manufacturing process will scale to produce lithium-ion batteries in quantities sufficient to meet demand. Further, even if Enovix is able to locate such a facility, there is no guarantee that it will be able to lease or acquire such a facility on commercially reasonable terms or at all.
Even if Enovix overcomes the manufacturing challenges and achieves volume production of its lithium-ion battery, if the cost, performance characteristics or other specifications of the battery fall short of Enovix’s or its customers’ targets, Enovix’s sales, product pricing and margins would likely be adversely affected.
Enovix may not be able to establish supply relationships for necessary components or may be required to pay costs for components that are more expensive than anticipated, which could delay the introduction of Enovix’s product and negatively impact its business.
Enovix relies on third-party suppliers for components necessary to develop and manufacture its lithium-ion batteries, including key supplies, such as Enovix’s anode, cathode and separator materials. Enovix is collaborating with key suppliers but has not yet entered into agreements for the supply of production quantities of these materials. To the extent that Enovix is unable to enter into commercial agreements with these suppliers on beneficial terms, or these suppliers experience difficulties ramping up their supply of materials to meet Enovix’s requirements, the introduction of Enovix’s battery will be delayed. To the extent Enovix’s suppliers experience any delays in providing or developing the necessary materials, Enovix could experience delays in delivering on its timelines.
Enovix expects to incur significant costs related to procuring materials required to manufacture and assemble its batteries. Enovix expects to use various materials in its batteries that will require Enovix to negotiate purchase agreements and delivery lead-times on advantageous terms. Enovix may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to Enovix. Enovix’s business depends on the continued supply of certain proprietary materials for its products. Enovix is exposed to multiple risks relating to the availability and pricing of such materials and components, which may be compounded by the COVID-19 pandemic. Substantial increases in the prices for Enovix’s raw materials or components would increase its operating costs and negatively impact Enovix’s prospects.
Any disruption in the supply of components or materials could temporarily disrupt production of Enovix’s batteries until an alternative supplier is able to supply the required material. Changes in business conditions, unforeseen circumstances, governmental changes, the effects of the COVID-19 pandemic and other factors beyond Enovix’s control or which it does not presently anticipate, could also affect its suppliers’ ability to deliver components to Enovix on a timely basis. For example, the battery and battery materials industry is forecasted to grow significantly with the accelerated adoption of electric vehicles, and this rapid increase in demand for batteries may create a supply restriction in the market for key materials Enovix needs to produce its batteries.
Currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit Enovix’s ability to obtain key components for its lithium-ion batteries or significantly increase freight charges, raw material costs and other expenses associated with Enovix’s business, which could further materially and adversely affect its results of operations, financial condition and prospects. For example, Enovix’s factory is located in Fremont, California and its products require materials and equipment manufactured outside the country, including the People’s Republic of China. If tariffs are placed on these materials and equipment, it could materially impact Enovix’s ability to obtain materials on commercially reasonable terms.
Any of the foregoing could materially and adversely affect Enovix’s results of operations, financial condition and prospects.
 
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Enovix may be unable to adequately control the costs associated with its operations and the components necessary to build its lithium-ion battery cells.
Enovix will require significant capital to develop and grow its business and expects to incur significant expenses, including those relating to raw material procurement, leases, sales and distribution as it builds its brand and markets its batteries, and general and administrative costs as it scales its operations. Enovix’s ability to become profitable in the future will not only depend on its ability to successfully market its lithium-ion batteries and services, but also to control its costs. A large fraction of the cost of Enovix’s battery, like most commercial batteries, is driven by the cost of component materials like anode and cathode powder, separator, pouch material, current collectors, etc. It also includes machined parts that are part of the package. Enovix has assumed based on extensive discussions with vendors, customers, industry analysts and independent research, target costs at startup of production and an assumed cost reduction over time. These estimates may prove inaccurate and adversely affect the cost of Enovix’s batteries.
If Enovix is unable to cost efficiently manufacture, market, sell and distribute its lithium-ion batteries and services, its margins, profitability and prospects would be materially and adversely affected. Enovix has not yet produced any lithium-ion battery cells at volume and its forecasted cost advantage for the production of these cells at scale, compared to conventional lithium-ion cells, will require Enovix to achieve rates of throughput, use of electricity and consumables, yield and rate of automation demonstrated for mature battery, battery material and manufacturing processes, that Enovix has not yet achieved. Enovix is planning on improving the productivity and reducing the cost of its production lines relative to the first line it builds. In addition, Enovix is planning on continuous productivity improvements going forward. If Enovix is unable to achieve these targeted rates or productivity improvements, its business will be adversely impacted.
Customer Risks
Enovix’s relationships with its current customers are subject to various risks which could adversely affect Enovix’s business and future prospects.
Enovix’s customers’ products are typically on a yearly or longer refresh cycles. If Enovix misses qualification timing by even a small amount, the impact to its production schedule, revenue and profits could be large. While Enovix intends to pass all qualification criteria, some field reliability risks remain such as cycle life, long-term high-temp storage capacity and swelling, etc. While Enovix has product wins for which it is designing custom products for specific customers, it does not have firm purchase orders for these products. Should Enovix not be able to convert these design wins into orders its financial performance would be impacted. Batteries are known in the market to have historically faced risk associated with safety (e.g., Samsung Galaxy Note) and therefore customers can be reluctant to take risks on new battery technologies. Since no new battery technology has entered the market for 30 years, it may be difficult for Enovix to overcome customer risk objections. If unanticipated problems arise, it may raise warranty costs and adversely affect revenue and profit.
In addition, some of Enovix’s customers have exclusive rights to purchase Enovix’s batteries for use in certain ways for certain periods of time, which could limit the ability of Enovix to sell batteries to other customers to which Enovix would otherwise be able to sell batteries, which may limit the ability of Enovix to grow its business.
If Enovix’s batteries fail to perform as expected, Enovix’s ability to develop, market and sell its batteries could be harmed.
Once commercial production of Enovix’s lithium-ion battery cells commences, its batteries may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls and design changes. Enovix’s batteries are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. Enovix has a limited frame of reference from which to evaluate the long-term performance of its lithium-ion batteries. There can be no assurance that Enovix will be able to detect and fix any defects in its lithium-ion batteries prior to the sale to potential consumers. If Enovix’s batteries fail to perform as expected, it could lose design wins and customers may delay deliveries, terminate
 
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further orders or initiate product recalls, each of which could adversely affect Enovix’s sales and brand and could adversely affect Enovix’s business, prospects and results of operations.
Enovix’s battery architecture is different than others and may behave differently in certain customer use applications that it has not evaluated. This could limit Enovix’s ability to deliver to certain applications. In addition, Enovix has limited historical data on the performance and reliability of Enovix’s batteries over time, and therefore it could fail unexpectedly in the field resulting in significant warranty costs or brand damage in the market. In addition, the electrodes and separator structure of Enovix’s battery is different from traditional lithium-ion batteries and therefore could be susceptible to different and unknown failure modes leading Enovix’s batteries to fail and cause a safety event in the field. Such an event could result in the failure of Enovix’s end customer’s product as well as the loss of life or property. Such an event could result in severe financial penalties for Enovix, including the loss of revenue, cancelation of supply contracts and the inability to win new business due to reputational damage in the market. In addition, some of Enovix’s supply agreements require Enovix to fund some or all of the cost of a recall and replacement of end products affected by Enovix’s batteries.
Enovix’s future growth and success depend on its ability to sell effectively to large customers.
Enovix’s potential customers are manufacturers of products that tend to be large enterprises. Therefore, Enovix’s future success will depend on its ability to effectively sell its products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with Enovix and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase Enovix’s solutions.
Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.
Enovix may not be able to accurately estimate the future supply and demand for its batteries, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Enovix fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.
It is difficult to predict Enovix’s future revenues and appropriately budget for its expenses, and Enovix may have limited insight into trends that may emerge and affect its business. Enovix anticipates being required to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for Enovix’s batteries or its ability to develop, manufacture and deliver batteries, or Enovix’s profitability in the future. If Enovix overestimates its requirements, its suppliers may have excess inventory, which indirectly would increase Enovix’s costs. If Enovix underestimates its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments and revenues. Many factors will affect the demand for Enovix’s batteries. For example, most of the end products in which Enovix’s batteries are expected to be used are manufactured in China. If the political situation between China and the United States were to deteriorate, it could prevent Enovix’s customers from purchasing its batteries.
Lead times for materials and components that Enovix’s suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If Enovix fails to order sufficient quantities of product components in a timely manner, the delivery of batteries to its potential customers could be delayed, which would harm Enovix’s business, financial condition and operating results.
 
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Increases in sales of Enovix’s lithium-ion battery cells may increase our dependency upon specific customers and our costs to develop and qualify our system solutions.
Enovix’s development of its lithium-ion battery cells is dependent, in part, upon successfully identifying and meeting Enovix’s customers’ specifications for those products. Developing and manufacturing lithium-ion batteries with specifications unique to a customer increases Enovix’s reliance upon that customer for purchasing its products at sufficient volumes and prices in a timely manner. If Enovix fails to identify or develop products on a timely basis, or at all, that comply with its customers’ specifications or achieve design wins with customers, Enovix may experience a significant adverse impact on its revenue and margins. Even if Enovix is successful in selling lithium-ion batteries to its customers in sufficient volume, Enovix may be unable to generate sufficient profit if per-unit manufacturing costs exceed per-unit selling prices. Manufacturing lithium-ion batteries to customer specifications requires a longer development cycle, as compared to discrete products, to design, test and qualify, which may increase Enovix’s costs, and could harm Enovix’s business, financial condition and operating results.
Enovix’s Business Risks
Operational problems with Enovix’s manufacturing equipment subject it to safety risks which, if not adequately addressed, could have a material adverse effect on Enovix’s business, results of operations, cash flows, financial condition or prospects.
Operational problems with Enovix’s manufacturing equipment subject it to safety risk which, if not adequately addressed, could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. Enovix has retained industry experts and designed its factory with appropriate safety precautions to address the fire risk of manufacturing batteries and minimize the impact of any event. Should these precautions be inadequate or an event be larger than expected, Enovix could have significant equipment or facility damage that would impact its ability to deliver product and require additional cash to recover. In addition, operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. All of these operational problems could have a material adverse effect on Enovix’s business, results of operations, cash flows, financial condition or prospects.
The battery market continues to evolve and is highly competitive, and Enovix may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.
The battery market in which Enovix competes continues to evolve and is highly competitive. To date, Enovix has focused its efforts on its silicon anode technology, which is being designed to outperform conventional lithium-ion battery technology and other battery technologies. However, lithium-ion battery technology has been widely adopted and Enovix’s current competitors have, and future competitors may have, greater resources than Enovix does and may also be able to devote greater resources to the development of their current and future technologies. These competitors also may have greater access to customers and may be able to establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and competitive positioning. In addition, lithium-ion battery manufacturers may make improvements in energy density faster than they have historically and what Enovix has assumed, continue to reduce cost and expand supply of conventional batteries and therefore reduce Enovix’s energy density advantage and price premium, which would negatively impact the prospects for Enovix’s business or negatively impact the ability for Enovix to sell its products at a market-competitive price and sufficient margins.
There are a number of companies seeking to develop alternative approaches to lithium-ion battery technology. Enovix expects competition in battery technology to intensify. Developments in alternative technologies or improvements in batteries technology made by competitors may materially adversely affect the sales, pricing and gross margins of Enovix’s batteries. If a competing technology is developed that has superior operational or price performance, Enovix’s business will be harmed. Further, in Enovix’s financial modeling it assumes that in addition to improving its core architecture over time, it is able to retain access to state-of-the-art industry materials as they are developed. If industry battery competitors develop their own
 
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proprietary materials Enovix would be unable to access these and would lose its competitive advantage in the market. If Enovix fails to accurately predict and ensure that its battery technology can address customers’ changing needs or emerging technological trends, or if Enovix’s customers fail to achieve the benefits expected from Enovix’s lithium-ion batteries, Enovix’s business will be harmed.
Enovix must continue to commit significant resources to develop its battery technology in order to establish a competitive position, and these commitments will be made without knowing whether such investments will result in products potential customers will accept. There is no assurance Enovix will successfully identify new customer requirements, develop and bring its batteries to market on a timely basis, or that products and technologies developed by others will not render Enovix’s batteries obsolete or noncompetitive, any of which would adversely affect Enovix’s business and operating results. Further, the battery industry has consistently improved the energy density of its products every year at a rate of 4-5% per year. If Enovix is unable to improve its energy density at a rate faster than the industry, its competitive advantage will erode.
Customers will be less likely to purchase Enovix’s batteries if they are not convinced that its business will succeed in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Enovix if they are not convinced that Enovix’s business will succeed in the long term. Accordingly, in order to build and maintain its business, Enovix must maintain confidence among current and future partners, customers, suppliers, analysts, ratings agencies and other parties in its long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of Enovix’s control, such as its limited operating history, market unfamiliarity with its products, any delays in scaling manufacturing, delivery and service operations to meet demand, competition and uncertainty regarding Enovix’s eventual production and sales performance compared with market expectations.
Our failure to keep up with rapid technological changes and evolving industry standards may cause our batteries to become less marketable or obsolete, resulting in a decrease in demand for our batteries.
The lithium-based battery market is characterized by changing technologies and evolving industry standards, which are difficult to predict. This, coupled with frequent introduction of new products and models, has shortened product life cycles and may render our batteries less marketable or obsolete. Third parties, including our competitors, may improve their technologies or even achieve technological breakthroughs that could decrease the demand for our batteries. Our ability to adapt to evolving industry standards and anticipate future standards and market trends will be a significant factor in maintaining and improving our competitive position and our prospects for growth.
If Enovix is unable to attract and retain key employees and qualified personnel, its ability to compete could be harmed.
Enovix’s success depends on its ability to attract and retain its executive officers, key employees and other qualified personnel, and as a relatively small company with key talent residing in a limited number of employees, its operations and prospectus may be severely disrupted if it lost any one or more of their services. Further, as Enovix locates its new manufacturing facility, builds it out and brings it online, Enovix will need to hire personnel to staff and maintain this facility with the technical qualifications to do so, which it may not be able to do in the location at which this facility is located. As Enovix builds its brand and becomes more well known, there is increased risk that competitors or other companies will seek to hire Enovix personnel. While some of Enovix’s employees are bound by non-competition agreements, these may prove to be unenforceable. The failure to attract, integrate, train, motivate and retain these personnel could seriously harm Enovix’s business and prospects.
In addition, Enovix is highly dependent on the services of Harrold Rust, its Chief Executive Officer, and other senior technical and management personnel, including its executive officers, who would be difficult to replace. If Mr. Rust or other key personnel were to depart, Enovix may not be able to successfully attract and retain senior leadership necessary to grow its business.
 
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Enovix is an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.
Enovix incurred a net loss of approximately $39.7 million for the year ended December 31, 2020 and an accumulated deficit of approximately $207.3 million from its inception in 2006 through the year ended December 31, 2020. Enovix believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant production of its Li-ion batteries, which is not expected to occur until 2023, and may occur later.
Enovix expects the rate at which it will incur losses to be significantly higher in future periods as it, among other things: continues to incur significant expenses in connection with the development of its manufacturing process and the manufacturing of its batteries; secures additional manufacturing facilities, and invests in manufacturing capabilities; builds up inventories of components for its batteries; increases its sales and marketing activities; develops its distribution infrastructure; and increases its general and administrative functions to support its growing operations. Enovix may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Enovix’s losses.
Enovix has been, and may in the future be, adversely affected by the global COVID-19 pandemic.
Enovix faces various risks related to epidemics, pandemics and other outbreaks, including the recent COVID-19 pandemic. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has also impacted Enovix’s potential customers and suppliers by disrupting the manufacturing, delivery and overall supply chain of battery and device manufacturers. As a result, the effects of the COVID-19 pandemic could impact the availability of materials and resources necessary to install, bring-up and supply materials to Enovix’s first production line.
The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. For example, some employees at Enovix’s headquarters located in Fremont, California are generally subject to a stay-at-home order from the state government. These measures have and may continue to adversely impact Enovix’s employees, research and development activities and operations and the operations of its suppliers, vendors and business partners, and may negatively impact its sales and marketing activities. In addition, various aspects of Enovix’s business cannot be conducted remotely. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect Enovix’s future manufacturing plans, sales and marketing activities, business and results of operations. Enovix may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, suppliers, vendors and business partners.
The extent to which the COVID-19 pandemic continues to impact Enovix’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. Even after the COVID-19 pandemic has subsided, Enovix may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events that may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain.
Enovix’s operating and financial results forecast relies in large part upon assumptions and analyses developed by Enovix. If these assumptions or analyses prove to be incorrect, Enovix’s actual operating results may be materially different from its forecasted results.
The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current estimates of future performance. Whether actual operating and financial results
 
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and business developments will be consistent with Enovix’s expectations and assumptions as reflected in its forecasts depends on a number of factors, many of which are outside Enovix’s control, including, but not limited to:

success and timing of manufacturing activity;

customer acceptance of Enovix’s batteries;

competition, including from established and future competitors;

whether Enovix can obtain sufficient capital to build its manufacturing facilities and sustain and grow its business;

Enovix’s ability to manage its growth;

whether Enovix can manage relationships with key suppliers;

Enovix’s ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and

the overall strength and stability of domestic and international economies.
Unfavorable changes in any of these or other factors, most of which are beyond Enovix’s control, could materially and adversely affect its business, results of operations and financial results.
Enovix identified a material weakness in its internal control over financial reporting. If Enovix is unable to remediate this material weakness, or if Enovix identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal controls, Enovix may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect its business and stock price.
In connection with the preparation and audit of Enovix’s consolidated financial statements for the years ended December 31, 2020 and 2019, material weaknesses were identified in Enovix’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses is as follows:

Enovix does not have sufficient, qualified personnel to prepare and review complex technical accounting issues and effectively design and implement systems and processes that allow for the timely production of accurate financial information in accordance with internal financial reporting timelines to support the current size and complexity (e.g., acquisitions, divestitures and financings) of Enovix.
This material weakness could result in a misstatement of substantially all of Enovix’s accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Enovix has begun implementation of a plan to remediate the material weakness described above. Those remediation measures are ongoing and include the following:

Enovix is in the process of hiring a Chief Financial Officer, who will be an experienced finance and accounting officer for public companies;

Enovix is recruiting additional personnel, in addition to utilizing third-party consultants and specialists, to supplement its internal resources; and

Enovix has been and continue to be designing and implementing additional automation and integration in its financially significant systems.
Enovix plans to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address any other matters it identifies. Enovix cannot assure you that the measures it has taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to its material weaknesses in internal control over financial reporting or that it will prevent or avoid potential future material weaknesses. The effectiveness of Enovix’s internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in
 
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decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If Enovix is unable to remediate the material weakness, its ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the forms of the SEC, could be adversely affected which, in turn, to may adversely affect Enovix’s reputation and business and the market price of the Combined Entity’s common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of its securities and harm to its reputation and financial condition, or diversion of financial and management resources from the operation of its business.
In addition, it is possible that control deficiencies could be identified by Enovix’s management or by its independent registered public accounting firm in the future or may occur without being identified. Such a failure could result in regulatory scrutiny and cause investors to lose confidence in Enovix’s reported financial condition, lead to a default under future indebtedness and otherwise have a material adverse effect on Enovix’s business, financial condition, cash flow or results of operations.
Lithium-ion battery modules in the marketplace have been observed to catch fire or vent smoke and flame, and such events have raised concerns over the use of such batteries.
Enovix develops lithium-ion battery cells for industrial and consumer equipment and intends to supply these lithium-ion battery cells for industrial and consumer applications. Historically, lithium-ion batteries in laptops and cellphones have been reported to catch fire or vent smoke and flames, and more recently, news reports have indicated that several electric vehicles that use high-power lithium-ion batteries have caught on fire. As such, any adverse publicity and issues as to the use of high-power batteries in automotive or other applications will affect our business and prospects. In addition, any failure of our battery cells may cause damage to the industrial or consumer equipment or lead to personal injury or death and may subject us to lawsuits. We may have to recall our battery cells, which would be time-consuming and expensive.
Enovix could face state-sponsored competition from overseas, and may not be able to compete in the market on the basis of price.
One or more foreign governments, including the People’s Republic of China (PRC), have concluded that battery technology and battery manufacturing is a national strategic priority, and therefore have instituted official economic policies meant to support these activities. These policies may provide Enovix’s competitors with artificially lower costs. If these lower costs materialize, and enable competitive products to be sold into Enovix’s markets at prices that, if applied to Enovix, would cause the company to become unprofitable, Enovix’s ability to continue operating could be threatened.
Risks Related to Enovix’s Need for Additional Capital
Enovix does not have adequate funds to acquire its next manufacturing facility and build it out, and may need to raise additional capital, which it may not be able to do.
The design, manufacture and sale of batteries is a capital-intensive business. As a result of the capital-intensive nature of Enovix’s business, it can be expected to continue to sustain substantial operating expenses without generating sufficient revenues to cover expenditures. Enovix will need to raise additional capital to acquire its next manufacturing facility and build it out. Adequate additional funding may not be available to it on acceptable terms or at all. Enovix’s failure to raise capital in the future would have a negative impact on its ability to complete its manufacturing facilities, its financial condition and its ability to pursue its business strategies. The amount of capital that Enovix will be required to raise, and its ability to raise substantial additional capital, will depend on many factors, including, but not limited to:

its ability and the cost to develop its new and complex manufacturing process that will produce lithium-ion batteries in a cost-effective manner;

its ability to bring its Fremont manufacturing facility online in a timely and cost-effective manner;

its ability to locate and acquire a new, larger manufacturing facility on commercially reasonable terms;
 
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its ability to build out its new, larger manufacturing facility in a cost-effective manner;

the cost of preparing to manufacture lithium-ion batteries on a larger scale;

the costs of commercialization activities including product sales, marketing, manufacturing and distribution;

its ability to hire additional personnel;

the demand for its lithium-ion batteries and the prices for which Enovix will be able to sell its lithium-ion batteries;

the emergence of competing technologies or other adverse market developments;

the effects of the COVID-19 pandemic on its business, results of operations and financial condition.
Enovix’s long term financial model assumes it expands both on its own and by partnering with other battery companies. Should Enovix not be able to achieve these partnering goals it would have to expand purely on its own. This would require additional capital and could impact how fast it can ramp revenue and achieve profitability. It could also impact Enovix’s ability to service some customers that require second sources for supply. Additionally, if Enovix can achieve these partnerships but not on the financial terms it is assuming, it could impact its financial performance.
Over time Enovix expects that it will need to raise additional funds through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with Enovix’s principal sources of liquidity, ongoing costs such as research and development relating to its batteries, any significant unplanned or accelerated expenses, and new strategic investments. Enovix cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders, and its financial condition, results of operations, business and prospects could be materially and adversely affected.
Raising additional funds may cause dilution to existing stockholders and/or may restrict Enovix’s operations or require it to relinquish proprietary rights.
To the extent that Enovix raises additional capital by issuing equity or convertible debt securities, its existing stockholders’ ownership interest may experience substantial dilution, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of a common stockholder. Any agreements for future debt or preferred equity financings, if available, may involve covenants limiting or restricting its ability to take specific actions, such as raising additional capital, incurring additional debt, making capital expenditures, or declaring dividends. In addition, if Enovix raises additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, it may be required to relinquish valuable rights to its technologies or future revenue streams.
Enovix’s Intellectual Property Risks
Enovix relies heavily on its intellectual property portfolio. If Enovix is unable to protect its intellectual property rights, its business and competitive position would be harmed.
Enovix may not be able to prevent unauthorized use of its intellectual property, which could harm its business and competitive position. Enovix relies upon a combination of the intellectual property protections afforded by patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to establish, maintain and enforce rights in its proprietary technologies. In addition, Enovix seeks to protect its intellectual property rights through nondisclosure and invention assignment agreements with its employees and consultants, and through non-disclosure agreements with business partners and other third parties. Despite Enovix’s efforts to protect its proprietary rights, third parties may attempt to copy or otherwise obtain and use Enovix’s intellectual property or be able to design around Enovix’s intellectual property. Monitoring unauthorized use of Enovix’s intellectual property is difficult and costly, and the steps Enovix has taken or will take to prevent misappropriation may not be sufficient. Any enforcement efforts Enovix undertakes, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm its
 
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business, results of operations and financial condition. Moreover, Enovix’s intellectual property is stored on computer systems that could be penetrated by intruders and potentially misappropriated. There is no guarantee that Enovix’s efforts to protect its computer systems will be effective. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard Enovix’s intellectual property portfolio.
Patent, copyright, trademark and trade secret laws vary significantly throughout the world. A number of foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Therefore, Enovix’s intellectual property rights may not be as strong or as easily enforced outside of the United States and efforts to protect against the unauthorized use of Enovix’s intellectual property rights, technology and other proprietary rights may be more expensive and difficult outside of the United States. Further, Enovix has not established its intellectual property rights in all countries in the world, and competitors may copy its designs and technology and operate in countries in which it has not prosecuted its intellectual property. Failure to adequately protect Enovix’s intellectual property rights could result in its competitors using Enovix’s intellectual property to offer products, and competitors’ ability to design around Enovix’s intellectual property would enable competitors to offer similar or better batteries, in each case potentially resulting in the loss of some of Enovix’s competitive advantage and a decrease in its revenue which, would adversely affect its business, prospects, financial condition and operating results.
Enovix may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial costs.
Companies, organizations or individuals, including Enovix’s current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with Enovix’s ability to make, use, develop or sell its products, which could make it more difficult for Enovix to operate its business. From time to time, Enovix may receive inquiries from holders of patents or trademarks inquiring whether Enovix is infringing their proprietary rights and/or seek court declarations that they do not infringe upon Enovix’s intellectual property rights. Companies holding patents or other intellectual property rights relating to batteries, electric motors or electronic power management systems may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if Enovix is determined to have infringed upon a third party’s intellectual property rights, Enovix may be required to do one or more of the following:

cease selling, incorporating or using products that incorporate the challenged intellectual property;

pay substantial damages;

obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

redesign its batteries.
In the event of a successful claim of infringement against Enovix and its failure or inability to obtain a license to the infringed technology, Enovix’s business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.
Enovix also licenses patents and other intellectual property from third parties, and it may face claims that its use of this intellectual property infringes the rights of others. In such cases, Enovix may seek indemnification from its licensors under its license contracts with them. However, Enovix’s rights to indemnification may be unavailable or insufficient to cover its costs and losses, depending on its use of the technology, whether it chooses to retain control over conduct of the litigation, and other factors.
Enovix’s patent applications may not result in issued patents or its patent rights may be contested, circumvented, invalidated or limited in scope, any of which could have a material adverse effect on Enovix’s ability to prevent others from interfering with its commercialization of its products.
Enovix’s patent applications may not result in issued patents, which may have a material adverse effect on its ability to prevent others from commercially exploiting products similar to Enovix’s. The status of patents involves complex legal and factual questions and the breadth of claims allowed is uncertain. As a
 
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result, Enovix cannot be certain that the patent applications that it files will result in patents being issued, or that its patents and any patents that may be issued to Enovix will afford protection against competitors with similar technology. Numerous patents and pending patent applications owned by others exist in the fields in which Enovix has developed and is developing its technology. In addition to those who may claim priority, any of Enovix existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus Enovix cannot be certain that foreign patent applications related to issued U.S. patents will be issued.
Even if Enovix’s patent applications succeed and it is issued patents in accordance with them, it is still uncertain whether these patents will be contested, circumvented, invalidated or limited in scope in the future. The rights granted under any issued patents may not provide Enovix with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement than in the United States. In addition, the claims under any patents that issue from Enovix’s patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to Enovix’s. The intellectual property rights of others could also bar Enovix from licensing and exploiting any patents that issue from its pending applications. In addition, patents issued to Enovix may be infringed upon or designed around by others and others may obtain patents that it needs to license or design around, either of which would increase costs and may adversely affect its business, prospects, financial condition and operating results.
Enovix’s Regulatory Risks
Enovix may encounter regulatory approval difficulties which could delay its ability to launch its lithium-ion battery cells, and compliance with regulatory laws may limit their usefulness.
Any delay in the development and manufacturing scale-up of Enovix’s lithium-ion battery cells would negatively impact its business as it will delay time to revenue and negatively impact Enovix’s customer relationships. For example, although Enovix plans on passing all the required regulatory abuse testing, because its design is new and has very high energy density, there may be unanticipated failure modes that occur in the field which could delay or prevent it from launching its batteries. Further, there are current limits on the amount of energy that can be transported via different methods, particularly air travel. These limits have been historically based on the energy of batteries currently on the market. These limits may have to be increased in the future if they are not to limit the transportation of Enovix’s batteries. If these limits are not increased, it could increase the costs and duration of shipping of Enovix’s finished product and limit customer use of Enovix’s batteries in certain cases. This could increase Enovix’s inventory costs and limit sales of its batteries in some markets.
Enovix is subject to substantial regulation and unfavorable changes to, or failure by Enovix to comply with, these regulations could substantially harm its business and operating results.
Enovix’s batteries are subject to substantial regulation under international, federal, state and local laws, including export control laws. Enovix expects to incur significant costs in complying with these regulations. Regulations related to the battery and alternative energy are currently evolving and Enovix faces risks associated with changes to these regulations.
To the extent the laws change, Enovix’s products may not comply with applicable international, federal, state or local laws, which would have an adverse effect on its business. Compliance with changing regulations could be burdensome, time consuming and expensive. To the extent compliance with new regulations is cost prohibitive, Enovix’s business, prospects, financial condition and operating results would be adversely affected.
Internationally, there may be laws in jurisdictions Enovix has not yet entered or laws it is unaware of in jurisdictions it has entered that may restrict its sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with Enovix’s ability to commercialize its products could have a negative and material impact on its business, prospects, financial condition and results of operations.
 
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Enovix is subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect its business, results of operation and reputation.
Enovix is subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require Enovix to manufacture with alternative technologies and materials.
Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require Enovix to make material changes to its operations, resulting in significant increases to the cost of production.
Enovix’s manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact the company brand, finances or ability to operate.
A failure to properly comply (or to comply properly) with foreign trade zone laws and regulations could increase the cost of our duties and tariffs.
Our manufacturing facility in Fremont, California has been established as a foreign trade zone through qualification with U.S. Customs. Materials received in a foreign trade zone are not subject to certain U.S. duties or tariffs until the material enters U.S. commerce. We benefit from the adoption of foreign trade zones by reduced duties, deferral of certain duties and tariffs, and reduced processing fees, which help us realize a reduction in duty and tariff costs. However, the operation of our foreign trade zone requires compliance with applicable regulations and continued support of U.S. Customs with respect to the foreign trade zone program. If we are unable to maintain the qualification of our foreign trade zones, or if foreign trade zones are limited or unavailable to us in the future, our duty and tariff costs would increase, which could have an adverse effect on our business and results of operations.
General Risk Factors
From time to time, Enovix may be involved in legal proceedings and commercial or contractual disputes, which could have an adverse impact on Enovix’s profitability and consolidated financial position.
Enovix may be involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant. These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters and employment matters.
It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect Enovix’s reputation.
Enovix may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.
Enovix may become subject to product liability claims, even those without merit, which could harm its business, prospects, operating results and financial condition. Enovix faces inherent risk of exposure to claims in the event its batteries do not perform as expected or malfunction resulting in personal injury or death. Enovix’s risks in this area are particularly pronounced given its batteries have not yet been commercially tested or mass produced. A successful product liability claim against Enovix could require Enovix to pay a
 
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substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about Enovix’s batteries and business and inhibit or prevent commercialization of other future battery candidates, which would have material adverse effect on Enovix’s brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of Enovix’s coverage, or outside of Enovix’s coverage, may have a material adverse effect on Enovix’s reputation, business and financial condition. Enovix may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if it does face liability for its products and are forced to make a claim under its policy.
Enovix’s batteries and its website, systems and data it maintains may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations or other obligations relating to data handling that could result in liability and adversely impact its reputation and future sales.
Enovix expects to face significant challenges with respect to information security and maintaining the security and integrity of its systems and other systems used in its business, as well as with respect to the data stored on or processed by these systems. Advances in technology, an increased level of sophistication, and an increased level of expertise of hackers, new discoveries in the field of cryptography or others can result in a compromise or breach of the systems used in its business or of security measures used in its business to protect confidential information, personal information and other data. There can be no guarantee that Enovix’s efforts to secure its computer systems against intrusion or exfiltration will be successful.
The availability and effectiveness of Enovix’s batteries, and Enovix’s ability to conduct its business and operations, depend on the continued operation of information technology and communications systems, some of which Enovix has yet to develop or otherwise obtain the ability to use. Systems used in Enovix’s business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers or others. Enovix anticipates using outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as Enovix. Some of the systems used in Enovix’s business will not be fully redundant, and its disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in Enovix’s business could result in lengthy interruptions in its service.
Enovix facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.
Enovix’s facilities or operations could be adversely affected by events outside of its control, such as natural disasters, wars, health epidemics such as the ongoing COVID-19 pandemic, and other calamities. Enovix’s headquarters and initial manufacturing facilities are located in Fremont, California, which is prone to earthquakes. Enovix cannot assure you that any backup systems will be adequate to protect it from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect Enovix’s ability to provide services.
Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect Enovix’s business, financial condition and results of operations.
In recent years, the United States and global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to
 
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the financial markets. If the actions taken by these governments are not successful, the return of adverse economic conditions may negatively impact the demand for Enovix’s lithium-ion battery cells and may negatively impact Enovix’s ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.
The Combined Entity’s ability to utilize its net operating losses and certain other tax attributes to offset future taxable income and taxes may be subject to certain limitations.
In general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income and certain other pre-change tax attributes. The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period. If Enovix has experienced an ownership change at any time since its incorporation, the Combined Entity may already be subject to limitations on its ability to utilize Enovix’s existing NOLs and other tax attributes to offset taxable income or tax liability. In addition, the Business Combination and future changes in the Combined Entity’s stock ownership, which may be outside of the Combined Entity’s control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit the Combined Entity’s use of accumulated state tax attributes. As a result, even if Combined Entity earns net taxable income in the future, its ability to use its or Enovix’s pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to the Combined Entity.
There is also a risk that changes in law or regulatory changes made in response to the need for some jurisdictions to raise additional revenue to help counter the fiscal impact from the COVID-19 pandemic or for other unforeseen reasons, including suspensions on the use of net operating losses or tax credits, possibly with retroactive effect, may result in the Combined Entity and Enovix’s existing net operating losses or tax credits expiring or otherwise being unavailable to offset future income tax liabilities. A temporary suspension of the use of certain net operating losses and tax credits has been enacted in California, and other states may enact suspensions as well.
Enovix is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject Enovix to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect its business, results of operations, financial condition and reputation.
Enovix is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which it conducts or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibit Enovix and its officers, directors, employees and business partners acting on its behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations could adversely affect Enovix’s business, results of operations, financial condition and reputation. Enovix’s policies and procedures designed to ensure compliance with these regulations may not be sufficient and its directors, officers, employees, representatives, consultants, agents and business partners could engage in improper conduct for which it may be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject Enovix to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect Enovix’s business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact Enovix’s business and investments in its common stock.
 
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Enovix’s insurance coverage may not be adequate to protect it from all business risks.
Enovix may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God, and other claims against Enovix, for which Enovix may have no insurance coverage. As a general matter, the policies that Enovix does have may include significant deductibles or self-insured retentions, and Enovix cannot be certain that its insurance coverage will be sufficient to cover all future losses or claims against it. A loss that is uninsured or which exceeds policy limits may require Enovix to pay substantial amounts, which could adversely affect its financial condition and operating results.
Risks Related to RSVAC and the Business Combination
RSVAC has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. If RSVAC is unable to consummate a business combination, including the Business Combination, its public stockholders may be forced to wait more than 24 months before receiving distributions from the Trust Account.
RSVAC is a development stage blank check company, and it has no operating history and is subject to a mandatory liquidation and subsequent dissolution requirement. RSVAC has until December 4, 2022 to complete a business combination. RSVAC has no obligation to return funds to investors prior to such date unless (i) it consummates a business combination prior thereto or (ii) it seeks to amend its Current Charter prior to consummation of a business combination, and only then in cases where investors have sought to convert or sell their shares to RSVAC. Only after the expiration of this full time period will public stockholders be entitled to distributions from the Trust Account if RSVAC is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public security holders may be forced to sell their Public Shares or Public Warrants, potentially at a loss. In addition if RSVAC fails to complete an initial business combination by December 4, 2022, there will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless, unless RSVAC amends its Current Charter to extend its life and certain other agreements it has entered into.
Following the consummation of the Business Combination, RSVAC’s only significant asset will be ownership of 100% of Enovix and such ownership may not be sufficient to pay dividends or make distributions or loans to enable it to pay any dividends on its Common Stock.
Following the consummation of the Business Combination, RSVAC will have no direct operations and no significant assets other than the ownership of 100% of Enovix. RSVAC will depend on Enovix for distributions, loans and other payments to generate the funds necessary to meet RSVAC’s financial obligations, including RSVAC’s expenses as a publicly traded company, and to pay any dividends with respect to its Common Stock. The earnings from, or other available assets of, Enovix, may not be sufficient to pay dividends or make distributions or loans to enable RSVAC to pay any dividends on its Common Stock or satisfy its other financial obligations.
Subsequent to the consummation of the Business Combination, RSVAC may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.
Although RSVAC has conducted due diligence on Enovix, RSVAC cannot assure you that this diligence revealed all material issues that may be present in Enovix’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of RSVAC’s and Enovix’s control will not later arise. As a result, RSVAC may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if RSVAC’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with RSVAC’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on RSVAC’s liquidity, the fact that RSVAC reports charges of this nature could contribute to negative market perceptions about the
 
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Combined Entity’s securities. In addition, charges of this nature may cause RSVAC to be unable to obtain future financing on favorable terms or at all.
The Sponsor has agreed to vote in favor of such initial business combination, regardless of how RSVAC’s public stockholders vote.
Unlike some other blank check companies in which the initial stockholders agree to vote their founders shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the holders of the Founders Shares have agreed (i) to vote any such shares in favor of any proposed business combination, including the Business Combination and (ii) to waive redemption rights with respect to any shares of Common Stock owned or to be owned by such holder, and that such holder will not seek redemption with respect to or otherwise sell, such shares in connection with any vote to approve a business combination, amend the provisions of the Charter, or a tender offer by RSVAC prior to a business combination. As a result, RSVAC would need only 1,437,501, or approximately 5%, of the 28,750,000 shares of RSVAC Common Stock to be voted in favor of the Business Combination in order to have the Business Combination approved. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor agreed to vote its Founders Shares in accordance with the majority of the votes cast by RSVAC’s public stockholders.
The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what RSVAC’s actual financial position or results of operations would have been.
The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what RSVAC’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
If third parties bring claims against RSVAC, the proceeds held in trust could be reduced and the per-share redemption price received by stockholders may be less than $10.00.
RSVAC’s placing of funds in trust may not protect those funds from third party claims against RSVAC. Although RSVAC will seek to have all vendors and service providers RSVAC engages and prospective target businesses RSVAC negotiates with execute agreements with RSVAC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of RSVAC’s public stockholders, they may not execute such agreements. Furthermore, even if such entities execute such agreements with RSVAC, they may seek recourse against the Trust Account. A court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of RSVAC’s public stockholders.
Additionally, if RSVAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against RSVAC’s which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in RSVAC’s bankruptcy estate and subject to the claims of third parties with priority over the claims of RSVAC’s stockholders. To the extent any bankruptcy claims deplete the Trust Account, RSVAC may not be able to return to RSVAC’s public stockholders at least $10.00. As a result, if any such claims were successfully made against the Trust Account, the funds available for RSVAC’s initial business combination, including the Business Combination, and redemptions could be reduced to less than $10.00 per Public Share.
RSVAC’s stockholders may be held liable for claims by third parties against RSVAC to the extent of distributions received by them.
The Current Charter provides that RSVAC will continue in existence only until December 4, 2022. If RSVAC has not completed a business combination by such date, RSVAC 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 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held
 
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in the Trust Account net of interest that may be used by RSVAC to pay its franchise and income taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of RSVAC’s remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to RSVAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
If RSVAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against RSVAC which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by RSVAC’s stockholders. Furthermore, because RSVAC intends to distribute the proceeds held in the Public Shares to RSVAC’s public stockholders promptly after expiration of the time RSVAC has to complete an initial business combination, this may be viewed or interpreted as giving preference to RSVAC’s public stockholders over any potential creditors with respect to access to or distributions from RSVAC’s assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to RSVAC’s creditors and/or may have acted in bad faith, and thereby exposing itself and RSVAC to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. RSVAC cannot assure you that claims will not be brought against it for these reasons.
Neither RSVAC nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration in the event that any of the representations and warranties made by Enovix in the Merger Agreement ultimately proves to be inaccurate or incorrect.
The representations and warranties made by Enovix and RSVAC to each other in the Merger Agreement will not survive the consummation of the Business Combination. As a result, RSVAC and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total merger consideration if any representation or warranty made by Enovix in the Merger Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, RSVAC would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.
If RSVAC does not file and maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the Public Warrants, holders will only be able to exercise such Public Warrants on a “cashless basis.”
If RSVAC does not file and maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the Public Warrants at the time that holders wish to exercise such Public Warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration is available. As a result, the number of shares of Common Stock that holders will receive upon exercise of the Public Warrants will be fewer than it would have been had such holder exercised its Public Warrant for cash. Further, if an exemption from registration is not available, holders would not be able to exercise on a cashless basis and would only be able to exercise their Public Warrants for cash if a current and effective prospectus relating to the Common Stock issuable upon exercise of the Public Warrants is available. Under the terms of the warrant agreement, RSVAC has agreed to use its best efforts to meet these conditions and to file and maintain a current and effective prospectus relating to the Common Stock issuable upon exercise of the Public Warrants until the expiration of the Public Warrants. However, RSVAC cannot assure you that it will be able to do so. If RSVAC is unable to do so, the potential “upside” of the holder’s investment in RSVAC may be reduced or the Public Warrants may expire worthless.
Even if RSVAC consummates the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.
The exercise price for the Public Warrants is $11.50 per one whole share. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.
 
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In addition, RSVAC’s Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and RSVAC. The warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any other change. Accordingly, RSVAC may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although RSVAC’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares and their respective affiliates and associates have of Common Stock purchasable upon exercise of a Public Warrant.
RSVAC has no obligation to net cash settle the Public Warrants.
In no event will RSVAC have any obligation to net cash settle the Public Warrants. Furthermore, there are no contractual penalties for failure to deliver securities to the holders of the Public Warrants upon consummation of an initial business combination, including the Business Combination, or exercise of the Public Warrants. Accordingly, the Public Warrants may expire worthless.
RSVAC’s ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of its key personnel, including Enovix’s key personnel, all of whom are expected to remain with the Combined Entity following the Business Combination. While RSVAC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct.
RSVAC’s ability to successfully effect the Business Combination is dependent upon the efforts of RSVAC’s key personnel, including key personnel of Enovix. Although RSVAC expects all of such key personnel to remain with the Combined Entity following the Business Combination, it is possible that RSVAC will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Entity. While RSVAC intends to closely scrutinize any individuals it engages after the Business Combination, it cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company which could cause RSVAC to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect its operations.
RSVAC’s Sponsor, directors and officers have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.
RSVAC’s Sponsor, officers and directors and their respective affiliates and associates have interests in and arising from the Business Combination that are different from or in addition to (and which may conflict with) the interests of RSVAC’s public stockholders, which may result in a conflict of interest. These interests include:

unless RSVAC consummates an initial business combination, RSVAC’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account from the RSVAC IPO and Private Placement;

with certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;
 
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the Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

the fact that Mr. Thurman J. “TJ” Rodgers, RSVAC’s Chief Executive Officer and Chairman of the Board, is a member of the board of directors of Enovix, and owns, through a trust, approximately 11.3% of all issued and outstanding Enovix common stock (on a fully-diluted and as-converted to common stock basis);

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

the fact that Sponsor has agreed not to redeem any of the Founders Shares in connection with a stockholder vote to approve a proposed initial business combination.
A market for RSVAC’s securities may not continue, which would adversely affect the liquidity and price of its securities.
Following the Business Combination, the price of RSVAC’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for RSVAC’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of RSVAC’s securities after the Business Combination can vary due to general economic conditions and forecasts, RSVAC’s general business condition and the release of RSVAC’s financial reports. Additionally, if RSVAC’s securities are not listed on, or become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of RSVAC’s securities may be more limited than if RSVAC were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.
There can be no assurance that RSVAC will be able to comply with the continued listing standards of Nasdaq.
RSVAC’s continued eligibility for listing may depend on the number of its shares that are redeemed. If, after the Business Combination, Nasdaq delists RSVAC’s securities from trading on its exchange for failure to meet the listing standards, RSVAC and its stockholders could face significant material adverse consequences including:

a limited availability of market quotations for RSVAC’s securities;

a determination that RSVAC Common Stock is a “penny stock” which will require brokers trading in its Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for RSVAC Common Stock;

a limited amount of analyst coverage; and

a decreased ability to issue additional securities or obtain additional financing in the future.
If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of RSVAC’s securities may decline.
If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of RSVAC’s securities may decline. The market values of RSVAC’s securities at the time of the consummation of the Business Combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which RSVAC’s stockholders vote on the Business Combination.
In addition, following the Business Combination, fluctuations in the price of RSVAC’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Enovix’s stock and trading in the shares of RSVAC Common Stock has not been active. Accordingly, the valuation ascribed to Enovix and RSVAC Common Stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business
 
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Combination. If an active market for RSVAC’s securities develops and continues, the trading price of RSVAC’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond RSVAC’s control. Any of the factors listed below could have a material adverse effect on your investment in RSVAC’s securities and RSVAC’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of RSVAC’s securities may not recover and may experience a further decline.
Factors affecting the trading price of the Combined Entity’s securities following the Business Combination may include:

actual or anticipated fluctuations in the Combined Entity’s quarterly financial results or the quarterly financial results of companies perceived to be similar to the Combined Entity’s;

changes in the market’s expectations about the Combined Entity’s operating results;

success of competitors;

the Combined Entity’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

changes in financial estimates and recommendations by securities analysts concerning the Combined Entity or the market in general;

operating and stock price performance of other companies that investors deem comparable to the Combined Entity;

the Combined Entity’s ability to develop product candidates;

changes in laws and regulations affecting the Combined Entity’s business;

commencement of, or involvement in, litigation involving the Combined Entity;

changes in the Combined Entity’s capital structure, such as future issuances of securities or the incurrence of additional debt;

the volume of shares of the Combined Entity’s securities available for public sale;

any major change in the Combined Entity’s Board or management;

sales of substantial amounts of Common Stock by RSVAC’s directors, executive officers or significant stockholders or the perception that such sales could occur; and

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of the Combined Entity’s securities irrespective of its operating performance. The stock market in general and Nasdaq in particular have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of the Combined Entity’s securities, may not be predictable. A loss of investor confidence in the market for battery company stocks or the stocks of other companies which investors perceive to be similar to the Combined Entity could depress the Combined Entity’s stock price regardless of the Combined Entity’s business, prospects, financial conditions or results of operations. A decline in the market price of the Combined Entity’s securities also could adversely affect the Combined Entity’s ability to issue additional securities and the Combined Entity’s ability to obtain additional financing in the future.
Following the Business Combination, if securities or industry analysts do not publish or cease publishing research or reports about the Combined Entity, its business, or its market, or if they change their recommendations regarding the Combined Entity’s securities adversely, the price and trading volume of the Combined Entity’s securities could decline.
The trading market for the Combined Entity’s securities will be influenced by the research and reports that industry or securities analysts may publish about RSVAC, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on RSVAC or the Combined
 
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Entity. If no securities or industry analysts commence coverage of the Combined Entity, RSVAC’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Combined Entity change their recommendation regarding RSVAC’s stock adversely, or provide more favorable relative recommendations about RSVAC’s competitors, the price of the Combined Entity’s securities would likely decline. If any analyst who may cover the Combined Entity were to cease coverage of the Combined Entity or fail to regularly publish reports on it, RSVAC could lose visibility in the financial markets, which could cause its stock price or trading volume to decline.
The future sales of shares by existing stockholders and future exercise of registration rights may adversely affect the market price of the Combined Entity’s common stock.
Sales of a substantial number of shares of the Combined Entity’s common stock in the public market could occur at any time. If the Combined Entity’s stockholders sell, or the market perceives that the Combined Entity’s stockholders intend to sell, substantial amounts of the Combined Entity’s common stock in the public market, the market price of the Combined Entity’s common stock could decline.
The holders of the Founders Shares and Placement Warrants are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the RSVAC IPO. The holders of the majority of these securities are entitled to make up to three demands that RSVAC register such securities. The holders of the majority of the Founders Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Placement Warrants can elect to exercise these registration rights at any time after RSVAC consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to RSVAC’s consummation of a business combination. The presence of these additional shares of Common Stock trading in the public market may have an adverse effect on the market price of the Combined Entity’s securities.
Public Warrants and Placement Warrants will become exercisable for RSVAC Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to RSVAC stockholders.
As part of the RSVAC IPO, RSVAC issued Public Warrants to purchase 11,500,000 shares of Common Stock. In connection with the RSVAC IPO, RSVAC issued to the Sponsor Placement Warrants to purchase 6,000,000 shares of Common Stock. Each Warrant is exercisable to purchase one share of Common Stock at $11.50 per share. To the extent such warrants are exercised, additional shares of RSVAC Common Stock will be issued, which will result in dilution to the then existing holders of Common Stock of the RSVAC and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of RSVAC Common Stock. Additionally, our Sponsor and anchor investors have agreed not to transfer, assign, or sell any of the Placement Warrants or underlying securities (except in limited circumstances) until the date that is 30 days after the date we complete our initial business combination. The Warrants become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of the RSVAC IPO, and they expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this proxy statement/prospectus.
RSVAC’s public stockholders may experience dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination and the PIPE Financing. Having a minority share position may reduce the influence that RSVAC’s current stockholders have on the management of the Combined Entity.
It is anticipated that, upon the Closing, RSVAC’s public stockholders (other than the PIPE Financing investors) will retain an ownership interest of approximately 15.7% in the Combined Entity, the PIPE Financing investors will own approximately 8.5% of the Combined Entity (such that public stockholders, including PIPE Financing investors, will own approximately 24.2% of the Combined Entity), the Sponsor will retain an ownership interest of approximately 3.9% in the Combined Entity and the Enovix Equityholders will own approximately 71.9% of the outstanding common stock of the Combined Entity.
 
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The ownership percentage with respect to the Combined Entity following the Business Combination does not take into account (i) the redemption of any shares by RSVAC’s public stockholders or (ii) the exercise of Public Warrants outstanding following the Business Combination. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by RSVAC’s existing stockholders in the Combined Entity will be different.
In addition, Enovix employees and consultants hold equity awards, and after Business Combination, are expected to be granted, equity awards under the 2021 Plan and purchase rights under the ESPP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of the Combined Entity’s common stock.
The issuance of additional common stock will significantly dilute the equity interests of existing holders of RSVAC securities and may adversely affect prevailing market prices for our units, public shares or public warrants.
RSVAC may redeem the unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders, thereby making their Warrants worthless.
RSVAC has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date RSVAC sends the notice of redemption to the Warrant holders if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants. None of the Placement Warrants will be redeemable by RSVAC so long as they are held by their initial purchasers or their permitted transferees.
Anti-takeover provisions contained in the proposed amended and restated certificate of incorporation and proposed amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
The Amended Charter will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. RSVAC is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for RSVAC’s securities. These provisions are described in the section titled “Charter Amendment Proposal.”
Activities taken by RSVAC’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Business Combination Proposal and the other Proposals and may affect the market price of the RSVAC’s securities.
RSVAC’s Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of RSVAC’s Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of RSVAC’s Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by RSVAC’s Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.
 
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If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such Proposals would be approved. If the market does not view the Business Combination positively, purchases of Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of RSVAC’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of RSVAC’s securities.
As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of Public Shares by RSVAC or the persons described above have been entered into with any such investor or holder. RSVAC will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect RSVAC’s business, investments and results of operations.
RSVAC is subject to laws, regulations and rules enacted by national, regional and local governments. In particular, RSVAC is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on RSVAC’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could have a material adverse effect on RSVAC’s business and results of operations.
Risks Related to the Redemption
If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of 20.0% or more of RSVAC Common Stock issued in the RSVAC IPO, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares of 20.0% or more of RSVAC Common Stock issued in the RSVAC IPO.
A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, of 15% or more of the shares of Common Stock included in the Units sold in the RSVAC IPO. RSVAC refers to such shares in excess of an aggregation of 15% or more of the shares sold in the RSVAC IPO as “Unredeemable Shares.” In order to determine whether a stockholder is acting in concert or as a group with another stockholder, RSVAC will require each public stockholder seeking to exercise redemption rights to certify to RSVAC whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to RSVAC at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which RSVAC makes the above-referenced determination. Your inability to redeem any Unredeemable Shares will reduce your influence over RSVAC’s ability to consummate the Business Combination and you could suffer a material loss on your investment in RSVAC if you sell Unredeemable Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Unredeemable Shares if RSVAC consummates the Business Combination. As a result, in order to dispose of such shares, you would be required to sell your stock in open market transactions, potentially at a loss. Notwithstanding the foregoing, stockholders may challenge RSVAC’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.
There is no guarantee that a stockholder’s decision whether to redeem their shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.
RSVAC can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative business
 
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combination. Certain events following the consummation of any initial business combination, including this Business Combination, may cause an increase in RSVAC’s share price, and may result in a lower value realized now for a stockholder redeeming their shares than a stockholder of RSVAC might realize in the future. Similarly, if a stockholder does not redeem their shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.
If RSVAC’s stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of RSVAC Common Stock for a pro rata portion of the funds held in the Trust Account.
Holders of Public Shares are required to affirmatively vote either for or against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. In addition, in order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to RSVAC’s transfer agent at least two (2) business days prior to the Special Meeting. Stockholders electing to redeem their shares will receive their pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay RSVAC’s franchise and income taxes, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. See the section titled “Special Meeting of RSVAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.
RSVAC’s stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline.
RSVAC’s public stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things as fully described in the section titled “Special Meeting of RSVAC Stockholders — Redemption Rights,” tender their certificates to RSVAC’s transfer agent or deliver their shares to the transfer agent electronically through the DTC at least two business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and RSVAC’s transfer agent will need to act to facilitate this request. It is RSVAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because RSVAC does not have any control over this process or over the brokers, which RSVAC refers to as “DTC,” it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.
The ability to execute RSVAC’s strategic plan could be negatively impacted to the extent a significant number of stockholders choose to redeem their shares in connection with the Business Combination.
In the event the aggregate cash consideration RSVAC would be required to pay for all shares of Common Stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Merger Agreement exceeds the aggregate amount of cash available to RSVAC, RSVAC may be required to increase the financial leverage RSVAC’s business would have to support. This may negatively impact RSVAC’s ability to execute on its own future strategic plan.
Risks Related to the Combined Entity and the Business Combination
Following the consummation of the Business Combination, the Combined Entity will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.
Following the consummation of the Business Combination, the Combined Entity will face increased legal, accounting, administrative and other costs and expenses as a public company that Enovix does not
 
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incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time consuming. A number of those requirements will require the Combined Entity to carry out activities Enovix has not done previously. For example, the Combined Entity will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), the Combined Entity could incur additional costs rectifying those issues, and the existence of those issues could adversely affect the Combined Entity’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with the Combined Entity’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Combined Entity’s board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require the Combined Entity to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
The Combined Entity’s failure to timely and effectively implement controls and procedures required by Section 404(a)of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.
Enovix is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, the Combined Entity will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Enovix as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If the Combined Entity is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.
The Combined Entity will qualify as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the Combined Entity’s securities less attractive to investors and may make it more difficult to compare the Combined Entity’s performance to the performance of other public companies.
The Combined Entity will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Combined Entity will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. The Combined Entity will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of RSVAC Common Stock that is held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of RSVAC Common Stock in the IPO. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption
 
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from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as the Combined Entity is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, the Combined Entity may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find RSVAC Common Stock less attractive because the Combined Entity will rely on these exemptions, which may result in a less active trading market for the RSVAC Common Stock and its price may be more volatile.
The Combined Entity’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between the Combined Entity and its stockholders, which could limit the Combined Entity’s stockholders’ ability to obtain a favorable judicial forum for disputes with the Combined Entity or its directors, officers, or employees.
The Combined Entity’s amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for:

any derivative action or proceeding brought on its behalf;

any action asserting a breach of fiduciary duty owed by any of the Combined Entity’s current or former directors, officers, or other employees to the Combined Entity or its stockholders

any action asserting a claim against the Combined Entity owed by any of the Combined Entity’s current or former directors, officers, or other employees to the Combined Entity or its stockholders arising under the Delaware General Corporation Law, the Combined Entity’s amended and restated certificate of incorporation, or the Combined Entity’s amended and restated bylaws;

any action or proceeding to interpret, apply, enforce or determine the validity of the amended and restated certificate of incorporation or the amended or restated bylaws (including any right, obligation, or remedy thereunder);

any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and

any action asserting a claim against the Combined Entity

any action or proceeding to interpret, apply, enforce or determine the validity of the amended and restated certificate of incorporation or the amended or restated bylaws (including any right, obligation, or remedy thereunder);

any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and that is governed by the internal-affairs doctrine.
This exclusive-forum provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Amended Charter provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Combined Entity or its directors, officers, or other employees, which may discourage lawsuits against the Combined Entity and its directors, officers, and other employees. If a court were to find either exclusive-forum provision in the Amended Charter to be inapplicable or unenforceable in an action, it may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm the Combined Entity’s business.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide RSVAC’s and Enovix’s current expectations or forecasts of future events. Forward-looking statements include statements about RSVAC’s and Enovix’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements relating to RSVAC in this proxy statement/prospectus include, but are not limited to, statements about RSVAC’s:

benefits from the Business Combination;

ability to complete an initial business combination, including the Business Combination;

future financial performance following the Business Combination;

success in retaining or recruiting, or changes required in, our officers, key employees or directors following an initial business combination;

officers and directors allocating their time to other businesses and potentially having conflicts of interest with Enovix’s business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

public securities’ potential liquidity and trading;

use of proceeds not held in the Trust Account; and

impact from the outcome of any known and unknown litigation.
Forward-looking statements relating to Enovix in this proxy statement/prospectus include, but are not limited to, statements about:

the future demand for lithium-ion battery solutions;

Enovix’s ability to achieve broader market acceptance of its 3D lithium-ion battery;

the effect of the COVID-19 pandemic on Enovix’s business; ;

changes in Enovix’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

the implementation and success of Enovix’s business model;

Enovix’s ability to scale in a cost-effective manner;

Enovix’s ability to raise capital;

developments and projections relating to Enovix’s competitors and industry;

the outcome of any known and unknown litigation and regulatory proceedings; and

other risks and uncertainties set forth in the section titled “Risk Factors” as set forth in this prospectus, which is incorporated herein by reference.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
In addition, statements that RSVAC or Enovix “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information
 
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forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either RSVAC or Enovix has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause the Combined Entity’s actual results to differ include:

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

the outcome of any legal proceedings that may be instituted against RSVAC, Enovix or others following announcement of the Business Combination and the transactions contemplated therein;

the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of RSVAC or Enovix or other conditions to closing in the Business Combination;

the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of the Combined Entity to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

costs related to the proposed Business Combination;

the possibility that RSVAC or Enovix may be adversely impacted by other economic, business, and/or competitive factors;

future exchange and interest rates; and

other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.
 
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SPECIAL MEETING OF RSVAC STOCKHOLDERS
General
RSVAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the board of directors for use at the Special Meeting to be held on [                 ] , 2021 and at any adjournment or postponement thereof. This proxy statement/prospectus provides RSVAC’s stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.
Date, Time and Place
The Special Meeting will be held on [                 ] , 2021, at 10:00 a.m. Eastern Time, via live webcast at the following address:           .
Voting Power; Record Date
You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of RSVAC Common Stock at the close of business on [                 ], 2021 which is the Record Date. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [                 ] shares of Common Stock outstanding, of which [           ] are Public Shares and [           ] are Founders Shares held by the Sponsor.
Vote of the Sponsor, Directors and Officers
In connection with the RSVAC IPO, RSVAC entered into agreements with each of its Sponsor, directors and officers pursuant to which each agreed to vote any shares of Common Stock owned by it in favor of the Business Combination Proposal and for all other proposals presented at the Special Meeting. These agreements apply to the Sponsor as it relates to the Founders Shares and the requirement to vote such shares in favor of the Business Combination Proposal and for all other proposals presented to RSVAC stockholders in this proxy statement/prospectus.
RSVAC’s Sponsor, directors and officers have waived any redemption rights, including with respect to shares of Common Stock issued or purchased in the RSVAC IPO or in the aftermarket, in connection with Business Combination. The Founders Shares and the Placement Warrants held by the Sponsor have no redemption rights upon RSVAC’s liquidation and will be worthless if no business combination is effected by RSVAC by December 4, 2022.
Quorum and Required Vote for Proposals
A quorum of RSVAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the Common Stock outstanding and entitled to vote at the Special Meeting is represented by virtual attendance or by proxy at the Special Meeting.
The approval of the Charter Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding RSVAC Common Stock as of the Record Date for the Special Meeting. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposals and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting. The approval of the Advisory Charter Proposals is a non-binding advisory vote, and requires the affirmative vote of the holders of a majority of the shares of RSVAC Common Stock present or represented at the Special Meeting, by ballot, proxy or electronic ballot and entitled to vote thereon at the Special Meeting.
If the Business Combination Proposal is not approved, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Incentive Plan Proposals will
 
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not be presented to the RSVAC stockholders for a vote. The approval of the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Incentive Plan Proposals are preconditions to the consummation of the Business Combination. The Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals and the Incentive Plan Proposals are subject to and conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is subject to and conditioned on the approval of the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal and the Incentive Plan Proposals). The Adjournment Proposal is not subject to and conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.
It is important for you to note that in the event the Business Combination Proposal does not receive the requisite vote for approval, then RSVAC will not consummate the Business Combination. If RSVAC does not consummate the Business Combination and fails to complete an initial business combination by December 4, 2022 RSVAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders.
Abstentions and Broker Non-Votes
Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote “AGAINST” the Proposals. A failure to vote by proxy or to vote online or an abstention from voting with regard to the Proposals will have the same effect as a vote “AGAINST” the Charter Amendment Proposal and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Advisory Charter Proposals, the Incentive Plan Proposals and the Adjournment Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.
Recommendation of RSVAC’s Board of Directors
The Board has unanimously determined that each of the proposals is fair to and in the best interests of RSVAC and its stockholders, and has unanimously approved such proposals. The Board unanimously recommends that stockholders:

vote “FOR” the Business Combination Proposal;

vote “FOR” the Nasdaq Proposal;

vote “FOR” the Directors Proposal;

vote “FOR” the Charter Amendment Proposal;

vote “FOR” the Advisory Charter Proposals;

vote “FOR” the Equity Incentive Plan Proposal;

vote “FOR” the ESPP Proposal; and

vote “FOR” the Adjournment Proposal, if it is presented to the meeting.
When you consider the recommendation of the Board in favor of approval of the Proposals, you should keep in mind that the Sponsor, members of RSVAC’s Board and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

unless RSVAC consummates an initial business combination, RSVAC’s officers, directors and sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account;

with certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
 
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recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property;

the Placement Warrants purchased by the Sponsor will be worthless if a business combination is not consummated;

the fact that Mr. Thurman J. “TJ” Rodgers, RSVAC’s Chief Executive Officer and Chairman of the Board, is a member of the board of directors of Enovix, and owns, through a trust, approximately 11.3% of all issued and outstanding Enovix common stock (on a fully-diluted and as-converted to common stock basis);

the fact that Sponsor paid an aggregate of $25,000 for its Founders Shares and such securities will have a significantly higher value at the time of the Business Combination; and

the fact that Sponsor has agreed not to redeem any of the Founders Shares and Placement Shares in connection with a stockholder vote to approve a proposed initial business combination.
Voting Your Shares
Each RSVAC Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of RSVAC Common Stock at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board “FOR” the Business Combination Proposal, the Nasdaq Proposal, the Directors Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Incentive Plan Proposals and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Attend the Special Meeting and Vote Through the Internet. You will be able to attend the Special Meeting online and vote during the meeting by visiting [           ] and entering the control number included on your proxy card or on the instructions that accompanied your proxy materials, as applicable.
If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way RSVAC can be sure that the broker, bank or nominee has not already voted your shares.
Revoking Your Proxy
If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;

you may notify RSVAC’s secretary in writing before the Special Meeting that you have revoked your proxy; or

you may attend the Special Meeting, revoke your proxy, and vote through the internet as described above.
If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.
 
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Who Can Answer Your Questions About Voting Your Shares
If you are a stockholder and have any questions about how to vote or direct a vote in respect of your RSVAC Common Stock, you may call MacKenzie Partners, Inc., RSVAC’s proxy solicitor, at 1-800-322-2885, or email them at proxy@mackenziepartners.com.
No Additional Matters May Be Presented at the Special Meeting
The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Charter Amendment Proposal, the Advisory Charter Proposals, the Nasdaq Proposal, the Directors Proposal, the Incentive Plan Proposals and the Adjournment Proposal. Under RSVAC’s bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.
Redemption Rights
Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released to RSVAC to pay its taxes. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the RSVAC IPO (including interest earned on the funds held in the Trust Account and not previously released to it to pay RSVAC’s franchise and income taxes). For illustrative purposes, based on funds in the Trust Account of approximately $[    ] million on [           ], 2021, the estimated per share redemption price would have been approximately $[      ].
In order to exercise your redemption rights, you must:

check the box on the enclosed proxy card to elect redemption;

check the box on the enclosed proxy card marked “Stockholder Certification” if you are not acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of Common Stock;

prior to 5:00 PM Eastern time on [                 ], 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, RSVAC’s transfer agent, at the following address:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn: [      ]
E-mail: [      ]
and

deliver your Public Shares either physically or electronically through DTC to RSVAC’s transfer agent at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is RSVAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, RSVAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with RSVAC’s consent, until
 
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the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to RSVAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that RSVAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting RSVAC’s transfer agent at the phone number or address listed above.
Prior to exercising redemption rights, stockholders should verify the market price of RSVAC Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of RSVAC Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in RSVAC Common Stock when you wish to sell your shares.
If you exercise your redemption rights, your shares of RSVAC Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Entity, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.
If the Business Combination is not approved and RSVAC does not consummate an initial business combination by December 4, 2022, RSVAC will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the public stockholders and the Warrants will expire worthless.
Dissenter Rights
RSVAC stockholders do not have dissenter rights in connection with the Business Combination or the other proposals.
Proxy Solicitation
RSVAC is soliciting proxies on behalf of its Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the Internet or in person. RSVAC and its directors, officers and employees may also solicit proxies in person. RSVAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. RSVAC will bear the cost of the solicitation.
RSVAC has hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. RSVAC will pay that firm a fee of $[           ], plus disbursements.
RSVAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. RSVAC will reimburse them for their reasonable expenses.
 
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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Defined terms included below shall have the same meaning as terms defined and included elsewhere in this this proxy statement/prospectus.
The Company is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma combined financial information present the combination of the financial information of RSVAC and Enovix adjusted to give effect to the Business Combination. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The unaudited pro forma combined balance sheet as of December 31, 2020 combines the historical balance sheet of RSVAC and the historical balance sheet of Enovix on a pro forma basis as if the Business Combination, summarized below, had been consummated on December 31, 2020. The unaudited pro forma combined statements of operations for the year ended December 31, 2020, combine the historical statement of operations of RSVAC and the historical consolidated statements of operations of Enovix for such periods on a pro forma basis as if the Business Combination, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented:

the merger of Enovix with and into Merger Sub, a wholly owned subsidiary of the RSVAC, with Enovix surviving the Business Combination as a wholly owned subsidiary of RSVAC ;

the issuance and sale of 12,500,000 shares of RSVAC common stock at a purchase price of $14 per share are issued pursuant to the PIPE Investment; and

the conversion of 333,488,967 shares of Enovix preferred shares to 327,006,611 shares of Enovix common stock immediately prior to the closing of the Business Combination in accordance with Enovix’s existing charter.
The historical financial information of RSVAC was derived from the audited financial statements of the RSVAC as of December 31, 2020 and for the period from September 23, 2020 (date of inception) to December 31, 2020, which are included elsewhere in this proxy statement/prospectus. The historical financial information of Enovix was derived from the audited consolidated financial statements of Enovix as of and for the year ended December 31, 2020. This information should be read together with the accompanying notes to the unaudited pro forma combined financial statements, RSVAC’s and Enovix’s audited consolidated financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of RSVAC,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Enovix” and other financial information included elsewhere in this proxy statement/prospectus.
The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, RSVAC will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Enovix will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Enovix (i.e., a capital transaction involving the issuance of stock by RSVAC for the stock of Enovix), based on the following facts and circumstances:

Enovix’s existing shareholders will have the greatest voting interest in the combined entity under the no redemption and maximum redemption scenarios with over 72% and 84% voting interest, respectively;

Enovix’s existing directors and individuals designated by existing Enovix stockholders will represent the majority of the Combined Entity board of directors;

The largest individual minority stockholder of the Combined Entity is an existing shareholder of Enovix;

Enovix is the larger entity based on historical operating activity and has the larger employee base; and

Enovix’s senior management will be the senior management of the Combined Entity.
 
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Accordingly, the consolidated assets, liabilities and results of operations of Enovix will become the historical financial statements of the Combined Entity, and RSVAC’s assets, liabilities and results of operations will be consolidated with Enovix beginning on the acquisition date. The net assets of RSVAC will be recognized at historical cost (which is expected to be consistent with carrying value), with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented in future financial reports as those of Enovix.
The unaudited pro forma combined financial statements have been prepared using two different levels of assumed redemptions of RSVAC common stock:

Assuming No Redemption: This scenario assumes that no shares of Common Stock are redeemed; and

Assuming Maximum Possible Redemption: This scenario assumes that 21,780,266 shares of Common Stock are redeemed for an aggregate payment of approximately $218 million from the Trust Account, which is the maximum amount of redemptions that would satisfy RSVAC having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing.
The following unaudited pro forma combined balance sheet as December 31, 2020 and the unaudited pro forma combined statement of operations for the year ended December 31, 2020 are based on the historical financial statements of RSVAC and Enovix. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma combined financial information.
 
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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020
(in thousands, except share and per share data)
As of December 31,
2020
As of December 31,
2020
As of December 31,
2020
RSVAC
(Historical)
Enovix
(Historical)
Pro Forma
Transaction
Accounting
Adjustments
(Assuming No
Redemptions)
Pro Forma
Combined
(Assuming No
Redemptions)
Additional
Pro Forma
Transaction
Accounting
Adjustments
(Assuming
Maximum
Redemptions)
Pro Forma
Combined
(Assuming
Maximum
Redemptions)
ASSETS
Current assets
Cash and cash equivalents
$ 773 $ 29,143 $ $ 405,789 $ (217,771)
(G)
$ 188,018
229,967
(A)
(22,196)
(B)
168,000
(C)
102
(H)
Deferred costs
2,955 2,955 2,955
Prepaid expenses and other current assets
166 946 1,112 1,112
Total current assets
939 33,044 375,873 409,856 (217,771) 192,085
Marketable securities held in Trust Account
229,967 (229,967)
(A)
Property and equipment, net
31,290 31,290 31,290
Deferred costs, non-current
495 495 495
Other assets, non-current
135 135 135
Total assets
$ 230,906 $ 64,964 $ 145,906 $ 441,776 $ (217,771) $ 224,005
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable
$ $ 2,083 $ $ 2,083 $ $ 2,083
Accrued expenses
85 1,999 2,084 2,084
Accrued compensation
1,268 1,268 1,268
Deferred revenue
5,410 5,410 5,410
Other liabilities
108 108 108
Deferred underwriting payable
8,050 (8,050)
(B)
Total current liabilities
8,135 10,868 (8,050) 10,953 10,953
Deferred rent, non-current
1,567 1,567 1,567
Deferred revenue, non-current
85 85 85
Convertible preferred stock
warrants
15,995 (15,995)
(H)
Other liabilities, non-current
233 233 233
Total liabilities
8,135 28,748 (24,045) 12,838