Business context and reporting period
This is Vickers Vantage Corp. I’s Form 10-K for the year ended December 31, 2021—not a Scilex Holding Co. operating-company 10-K. Vickers was a pre-combination SPAC with no operating business or revenue. It disclosed a December 5, 2021 letter of intent for a potential business combination with Scilex Holding Company, a subsidiary of Sorrento Therapeutics; definitive terms had not been agreed, and completion was not assured.
Financial performance and position
| Metric | FY 2021 / December 31, 2021 |
|---|---|
| Revenue and operating profit | No operating revenue; operating loss of $1.01 million. |
| Net income | $783,438, versus a $6,276 loss from inception through December 31, 2020. The prior period covered only February 21–December 31, 2020 and is not a full-year comparison. |
| Drivers of net income | Net income included a $4.38 million gain from the change in fair value of warrant liabilities, partly offset by a $2.60 million loss on initial issuance of private warrants. Trust interest was $30,739. The reported profit therefore did not reflect operating revenue. |
| Margins | Not meaningful because the company had no revenue. |
| Cash flow | $801,330 used in operating activities; $139.38 million invested in the trust account; $140.66 million provided by financing activities. Year-end cash outside the trust was $507,921. |
| Trust assets and liquidity | Trust investments were $139.41 million at year-end, including approximately $31,000 of interest. A further $1.035 million was deposited in January 2022 to extend the combination deadline; the filing subsequently cites approximately $140.415 million in trust. |
| Debt and obligations | A $500,000 sponsor working-capital loan was outstanding at year-end; its reported carrying amount, net of discount, was $483,099. The company also had a $5.19 million deferred underwriting fee payable upon a business combination. No long-term debt or lease obligations were reported. |
The balance sheet shows current assets of $512,457 and current liabilities of $208,704, implying working capital of $303,753. The filing also states working capital of $375,253 in another section; the text does not reconcile this difference.
Material changes, outlook, risks and unusual items
- Combination deadline: Sponsors funded a three-month extension to April 11, 2022. The filing described a possible further extension to July 11, 2022, subject to another sponsor deposit. Failure to complete a business combination would trigger liquidation; public warrants would expire worthless.
- Going concern: The auditor’s report and management disclosed substantial doubt about the company’s ability to continue as a going concern, citing limited operating liquidity and the looming combination deadline. The financial statements contain no adjustments for a possible failure to continue.
- Accounting and controls: The company restated prior financial information concerning classification of private warrants and redeemable public shares. It reported a material weakness in accounting for complex financial instruments and concluded that disclosure controls and internal control over financial reporting were ineffective at year-end.
- Financing and dilution: Sponsor loans may be repaid or, at the sponsors’ option, converted into warrants at $0.75 per warrant. The filing reports additional sponsor loans after year-end, including the extension deposit and another $500,000 working-capital loan. Public and private warrants have an $11.50 exercise price.
- Transaction and redemption risks: Shareholder redemptions could reduce cash available for a transaction; the company required at least $5,000,001 in net tangible assets to complete one. The SPAC also disclosed risks from competition for targets, due diligence, financing, dilution, conflicts of interest and potential failure to complete a transaction.
- Management matter: The filing disclosed that Chairman Jeffrey Chi was subject to a Singapore bankruptcy order in November 2021 related to a personal legal dispute; it said settlement was in process and annulment was expected.
Most important facts for investors to verify
- Confirm the security and issuer: this filing is for Vickers Vantage Corp. I, while Scilex was only a proposed target at the filing date.
- Check subsequent filings for whether a definitive Scilex transaction was signed or completed, and for its final valuation, financing, redemption levels and ownership impact.
- Reconcile reported working capital of $375,253 with the $303,753 implied by the year-end balance sheet.
- Review remediation of the material weakness, the restated statements and any later corrections or control deficiencies.
- Verify the actual business-combination deadline, trust balance, sponsor-loan terms and liquidation outcome in subsequent filings.