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United States securities and exchange commission logo
September 23, 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
Amendment No. 4 to
Registration Statement on Form S-4
Filed September 13,
2022
File No. 333-264941
Dear Dr. 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.
Amendment No. 4 to Registration Statement on Form S-4
Cover Page
1. Please revise your
cover page disclosure to state that for as long as Sorrento owns any
shares of New Scilex
Series A Preferred Stock, it will have the right to designate each
director to be
nominated, elected or appointed to the New Scilex Board, as indicated
throughout the
prospectus. Please also revise to state that the Series A Preferred Stock
will have a liquidation
preference, that New Scilex will be prohibited from taking certain
actions without the
consent of Sorrento and provide a cross-reference to the portion of the
prospectus where these
provisions are fully described.
Jeffrey Chi
FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
Comapany 23,
September NameVickers
2022 Vantage Corp. I
September
Page 2 23, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Vickers, page 198
2. Please expand your discussion and analysis of Vickers results of
operations and liquidity
and capital resources to include the annual periods provided in
addition to the interim
periods. Refer to Item 14 of Form S-4 and Item 303(b) of Regulation
S-K for guidance.
Unaudited Pro Forma Condensed Combined Financial Information
Note 5 - Net Income (Loss) per Share, page 292
3. Please provide the disclosures regarding the impact of the New Scilex
Series A Preferred
Stock to the calculation of basic and diluted net loss per share.
Refer to ASC 260-10-50-1
for guidance.
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,
Division of
Corporation Finance
Office of Life
Sciences
cc: Joan Guilfoyle, Esq.