Filing Summary
Registrant: Vickers Vantage Corp. I, not Scilex Holding Co. The filing is a Form 8-K under Item 4.02, dated December 2, 2021, concerning non-reliance on previously issued financial statements. The report was signed on December 7, 2021.
Business Context and Reporting Period
Vickers Vantage Corp. I was a special purpose acquisition company with securities listed on Nasdaq. Management identified errors in the classification of ordinary shares subject to possible redemption in historical financial statements.
Financial Metrics and Accounting Impact
- The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating performance metrics.
- The company had classified only certain ordinary shares as subject to possible redemption, using a redemption value of $10.10 per share and considering a minimum net tangible asset requirement of $5,000,001.
- Management concluded that all ordinary shares issued in the initial public offering could be redeemed or become redeemable upon future events outside the company’s control.
- The correction reclassifies the affected shares from permanent equity to temporary equity.
- The initial carrying value of the ordinary shares subject to possible redemption will be restated, with offsets to additional paid-in capital to the extent available, accumulated deficit, and ordinary shares.
Material Changes Versus Prior Reporting
Management and the Audit Committee determined that the following previously issued financial statements should no longer be relied upon:
- Quarterly Form 10-Q for the quarter ended September 30, 2021.
- Quarterly Form 10-Q for the quarter ended June 30, 2021.
- Quarterly Form 10-Q for the quarter ended March 31, 2021.
- Audited balance sheet as of January 11, 2021, the date of the initial public offering.
The company stated that it will amend the September 30, 2021 Form 10-Q and include a footnote describing the reclassification for the affected periods.
Guidance, Risks, Contingencies, and Unusual Items
- This is an accounting restatement and non-reliance disclosure rather than an operating or financial outlook update.
- The filing does not provide revised quantitative financial statements, an estimate of the effect on total assets or liabilities, or a revised accumulated deficit.
- Management and the Audit Committee discussed the matter with WithumSmith+Brown, PC, the independent registered public accounting firm.
Important Facts for Investors to Verify
- Confirm the amended September 30, 2021 Form 10-Q and the detailed restatement footnote.
- Review the quantitative effects on temporary equity, permanent equity, additional paid-in capital, accumulated deficit, and ordinary shares.
- Verify whether any other previously issued financial statements or SEC filings require correction.
- Confirm the registrant identity: the provided filing is for Vickers Vantage Corp. I, not Scilex Holding Co.