View:
United States securities and exchange commission logo
October 21, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Re: Vickers Vantage
Corp. I
Amendment No. 5 to
Registration Statement on Form S-4
Filed October 18,
2022
File No. 333-264941
Dear Jeffrey Chi:
We have reviewed your amended registration statement 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
October 12, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Meeting
Q: Will Vickers be able to satisfy the closing condition that requires
to to have at least
$5,000,0001...?, page 7
1. We note your revised
disclosure here and elsewhere in the prospectus that Scilex is
"currently evaluating"
the additional transfer of up to $21,000,000 in liabilities to Sorrento
in order to allow
Scilex to satisfy the net tangible asset condition. Please revise your
disclosure to clearly
state whether or not Scilex will transfer an amount of liabilities to
Sorrento such that
Scilex will satisfy the net tangible asset condition in the event that the
number of shareholder
redemptions in connection with the Business Combination causes
Scilex's net tangible
assets to fall below $5,000,001, after accounting for the Debt
Jeffrey Chi
Vickers Vantage Corp. I
October 21, 2022
Page 2
Exchange Agreement and the Funding Commitment Letter.
Q: What are the Debt Exchange Agreement, the Funding Commitment Letter and the
Vickers
Debt Agreement?, page 8
2. As previously requested in the second and third bullets to prior comment
2, please provide
a more recent amount of the Aggregate Outstanding Amount that includes
the additional
debt incurred by Scilex and funded by Sorrento related to Scilex's
repayment of the Scilex
Pharma Notes on September 28, 2022 under the Debt Exchange Agreement
section.
Address this comment throughout your Form S-4, including within The
Funding
Commitment Letter section.
Q: What is the Warrant Transfer Agreement?, page 9
3. We note that this agreement is based on the number of ordinary shares
outstanding as of
March 17, 2022. As a portion of these shares were requested to be
redeemed with the Jun
30, 2022 Shareholder Meeting, please expand your disclosures here and
wherever the
Warrant Transfer Agreement is discussed to note the current redemption
percentage.
Q: What are the possible sources and the extent of dilution that public
shareholders who elect not
to redeem their shares..., page 12
4. We note your response to prior comment 3, but do not note any revised
disclosure
responsive to our comment. Please revise or advise.
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 21, 2022 Page 2
cc: Joan Guilfoyle, Esq.
FirstName LastName