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United States securities and exchange commission logo
August 1, 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. 2 to
Registration Statement on Form S-4
Filed July 21, 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
11, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Meeting,
page 5
1. We note your response
to prior comment 2. Please revise this section to include a Q&A
discussing the material
U.S. federal income tax consequences to Vickers shareholders who
exercise their
redemption rights.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 118
2. We note your response
to prior comment 6 and reissue in part. Your disclosure elsewhere
in the prospectus
indicates that the valuation ascribed to Scilex in the merger is $1.5
Jeffrey Chi
FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
Comapany
August NameVickers Vantage Corp. I
1, 2022
August
Page 2 1, 2022 Page 2
FirstName LastName
billion less certain Scilex indebtedness. Please revise to provide
more detailed disclosure
regarding how the parties negotiated and agreed on this valuation. In
your revisions,
please describe the analysis that Vickers conducted to determine that
the final valuation
was reasonable. To the extent that the only valuation analysis
conducted by Vickers was
the review of Scilex's financial projections from Q1 2021 and the
Redwood Projections
from April 2021 referenced in the disclosure, please so state and
discuss the reasons why
Vickers' management and board of directors did not conduct additional
valuation review
or analysis prior to the signing of the Merger Agreement in March
2022. Please also
quantify Sorrento's January 2021 valuation of Scilex and revise to
disclose the reasons
Vickers board did not consider this valuation.
Proposal 1 - The Business Combination Proposal
Certain Scilex Projected Financial Information, page 126
3. We note your disclosure that the Scilex Management Projections were
prepared in the first
quarter of 2021 while Sorrento did not acquire the rights to SP-104
until April 2021.
Please further expand your disclosure to explain how you were able to
reasonably estimate
revenue projections for SP-104 prior to its acquisition. Similarly,
please explain how
Redwood was also able to estimate the costs of sales using
confidential negotiated
contract prices with the manufacturer prior to acquisition.
4. As previously requested in the first bullet to prior comment 8, please
disclose the date
Redwood prepared the projections and when those projections were
received by Scilex
management. Further, explain why the Vickers Board received the
Redwood projections
in April 2021 when the non-disclosure agreement was not entered into
until June 9, 2021.
5. Please expand your disclosures for footnote 4 to the Scilex Management
Projections, to
clarify that the assumption SP-102 would receive regulatory approval
in the first half of
2022 with commercialization in the second half of 2022 was not met.
Similarly, please
clarify whether the expectations for the receipt of regulatory
approval and
commercialization for SP-103 and SP-104 remain consistent with the
expectations used in
preparing the projections.
6. For the Redwood Projections, please expand footnotes 4 and 5 to
address those years that
do not appear to be consistent with the disclosure in terms of how the
amount was
estimated. In this regard, we note that operating expenses for fiscal
year 2023 only
increased 1.7%, fiscal years 2025 and 2028 declined. Similarly, total
other income
& expense for fiscal years 2027 through 2030 increase well over the
4-5% disclosed
increase.
Index to Financial Statements
15. Subsequent Events
Sorrento Cash Contribution, page F-79
7. Please revise your disclosure to appropriately characterize this
transaction and to provide
Jeffrey Chi
Vickers Vantage Corp. I
August 1, 2022
Page 3
context for the transaction. Refer to your response to prior comment 15
in your letter
dated July 20, 2022 and to the FASB Codification s Master Glossary for
the definition of
contribution.
General
8. We note your response to prior comment 16. We also note disclosure on
page 196 and 288
stating Scilex relied upon input from its financial advisors regarding
trends for similar
transactions in determining the interim redemption scenario. Please
reconcile your
disclosure or advise.
9. With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may not
be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as the
Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
as a result, the pool of potential targets with which you could complete
an initial business
combination may be limited. Further, disclose that the time necessary for
government
review of the transaction or a decision to prohibit the transaction could
prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
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
August 1, 2022 Page 3
cc: Joan Guilfoyle, Esq.
FirstName LastName