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United States securities and exchange commission logo
October 12, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re: Vickers Vantage
Corp. I
Registration
Statement on Form S-4
Response dated
October 4, 2022
File No. 333-264941
Dear Jeffrey Chi:
We have reviewed your October 4, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 23, 2022 letter.
Registration Statement on Form S-4 filed May 13, 2022
Questions and Answers About the Business Combination and the Meeting,
page 6
1. Please add a Q&A
discussing the material terms of the Funding Letter entered into with
Sorrento and the
reasoning for entering into this agreement. Please also disclose if any
consideration was
received by Sorrento in connection with the Funding Letter. In your
revisions, please
include a discussion of the consequences to investors if the Maximum
Redemption scenario
occurs and Sorrento elects not to provide funds pursuant to the
Funding Letter.
Jeffrey Chi
FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
Comapany
October 12,NameVickers
2022 Vantage Corp. I
October
Page 2 12, 2022 Page 2
FirstName LastName
Questions and Answers About the Business Combination and the Meeting
Q: What is the Debt Exchange Agreement?, page 7
2. We note the draft disclosures you intend to include in your next
amendment regarding the
Funding Letter. Please expand your disclosures to address each of the
following:
Clarify, if correct, that Sorrento has the option to fund Scilex's
Loan Request under
the Funding Letter but not the requirement. Discuss the
consequences to the
Business Combination if Sorrento elects not to provide Scilex with
the loan amount.
Provide a more recent amount of the Aggregate Outstanding Amount
to the extent
that additional debt has been incurred by Scilex. In this regard,
we note from your
draft disclosures on page 310 that Scilex repurchased the
remaining outstanding
principal balance under the Scilex Pharma Notes of $39.7 million
with only $6.8
million in cash and cash equivalents as of June 30, 2022.
Revise the aggregate number of shares of Scilex Preferred Stock
that would be issued
at closing and the number of shares of New Scilex Series A
Preferred Stock and New
Scilex Common Stock that would be issued at the Effective Time in
consideration for
the subsequent debt issuances and the amount Scilex would need to
request under the
Funding Letter to meet the minimum net tangible asset balance.
Please address this comment throughout the Form S-4.
Q: What are the possible sources and the extent of dilution that public
shareholders who elect not
to redeem their shares..., page 9
3. Please update this Q&A to include the potential future sources of
dilution arising from the
Funding Letter entered into with Sorrento.
Risk Factors, page 39
4. Please include a risk factor discussing the material risks to
investors arising from the
funding letter entered into with Sorrento. Please affirmatively state,
if true, that Sorrento
has the option, but not the obligation, to advance funding to Scilex
to ensure the parties
meet the net tangible asset requirement of $5,000,001 at the Effective
Time of the
merger. Your risk factor should also address the material risks to
investors if Sorrento
does not elect to advance funding to Scilex, including the risk that
the parties may fail to
meet the net tangible asset requirement and will not be able to
proceed with the business
combination.
Background of the Business Combination, page 116
5. Please revise this section to provide a more fulsome description of
the discussions and
negotiations related to the Funding Letter. Include a discussion of
any negotiated terms,
parties involved in any negotiations, alternative transactions
considered and the parties'
reasoning for choosing to enter into the Funding Letter.
Jeffrey Chi
FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
Comapany
October 12,NameVickers
2022 Vantage Corp. I
October
Page 3 12, 2022 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 301
6. To the extent that Sorrento funded all or any portion of Scilex's
repayment of the Scilex
Pharma Notes for $39.7 million on September 28, 2022, please revise
the tablular
presentation at the bottom of page 302 and footnote 4 to update the
Aggregate
Outstanding Amount per the Debt Exchange Agreement for this
transaction and the
corresponding number of shares of New Scilex Series A Preferred Stock
and New Scilex
Common Stock to be issued. To provide investors with a more easily
understandable
presentation, revise footnote 4 to include a tabular format for the
New Scilex Common
Stock and New Scilex Series A Preferred Stock to be issued (a) as
merger consideration;
(b) under the Debt Exchange Agreement based on the Aggregate
Outstanding Amount as
of June 30, 2022; (c) the additional Aggregate Outstanding Amount due
to the repayment
of the Scilex Pharma Notes on September 28, 2022; and (d) the
additional Aggregate
Outstanding Amount due to the Funding Letter under the maximum
redemption scenario
only.
7. Based on the language in the draft Funding Letter, it appears that
Sorrento is not required
to honor any Loan Request by Scilex. If this is correct, please expand
your presentation
for the maximum redemption scenario to give effect to the full range
of possible results
(i.e., Sorrento fulfills Scilex's Loan Request and Sorrent elects not
to fulfill Scilex's Loan
Request). For the scenario under which Sorrento does not elect to
fulfill Scilex's Loan
Request, clearly disclose the implications to the closing of the
Business Combination.
Refer to Article 11-02(a)(10) of Regulation S-X for guidance.
8. Please expand the table presented at the bottom of page 302 to also
disclose the number of
shares of New Scilex Series A Preferred Stock to be issued to Sorrento
under each
scenario presented to allow investors to fully understand the capital
structure of the
merged entity.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 305
9. Please reflect Scilex's repayment of the Scilex Pharma Notes in
accordance with the
fourth amendment to those Notes on September 28, 2022. Also address
this comment to
the corresponding pro forma statements of operations. Refer to Article
11-01(a)(8) of
Regulation S-X for guidance.
Note 3 - Transaction Adjustments to Unaudited Pro Forma Condensed Combined
Balance Sheet
as of June 30, 2022, page 315
10. We note the expanded disclosures you intend to include for footnote
(G). It is unclear
why you have included the expanded disclosures with this footnote,
since the additional
information is not relevant under the No Redemption Scenario for which
footnote (G)
relates. Rather, it would appear this additional disclosure is more
appropriately related to
footnote (O).
11. We note your addition of footnote (O) for the Funding Letter. Please
expand this
Jeffrey Chi
Vickers Vantage Corp. I
October 12, 2022
Page 4
disclosure to demonstrate how the $29.1 million of additional funding
from Sorrento
results in net tangible assets of $6 million. Ensure your disclosure
clearly addresses the
$42.6 million of intangibles-net and $13.5 million of goodwill included
in total assets. In
this regard, we note your reference to Rule 3a51-1(g)(1) of the Exchange
Act on page 7
for the definition of net tangible assets.
13. Subsequent Events, page F-101
12. Please expand your disclosures to include the repayment and
extinguishment of the Scilex
Pharma Notes on September 28, 2022, including how the repayment was
funded and how
the transaction was accounted for in the financial statements.
You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any
other
questions.
Sincerely,
FirstName LastNameJeffrey Chi
Division of
Corporation Finance
Comapany NameVickers Vantage Corp. I
Office of Life
Sciences
October 12, 2022 Page 4
cc: Joan Guilfoyle, Esq.
FirstName LastName