Scilex Holding Co 10-K

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our units, ordinary shares and warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols VCKAU, VCKA and VCKAW, respectively. Our units commenced public trading on January 7, 2021 and the ordinary shares and warrants commenced separate public trading on March 3, 2021. Holders As of February 24, 2022, there was one holder of record of our units, six holders of record of our ordinary shares and two holders of record of our warrants. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition subsequent to completion of a business combination. Further, under any indebtedness incurred in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities Our initial shareholders have purchased an aggregate of 3,450,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.009 per share. On January 11, 2021, we consummated our Initial Public Offering of 13,800,000 units, each consisting of one ordinary share and one-half of one warrant to purchase one ordinary share for $11.50 per share, including 1,800,000 units subject to the underwriters’ over-allotment option. Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of 6,840,000 Private Placement Warrants at a price of $0.75 per Private Placement Warrant, generating total proceeds of $5,130,000. The issuances of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Maxim Group LLC acted as sole book-running manager for the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (Registration Nos. 333-251352 and 333-251927). The Securities and Exchange Commission declared the registration statement effective on January 6, 2021. The Private Placement Warrants are identical to the Warrants sold in the Initial Public Offering, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial shareholders or their permitted transferees. Additionally, the purchasers of the Private Placement Warrants have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of our initial business combination. Of the gross proceeds received from the initial public offering (including pursuant to the over-allotment option) and private placement of Private Placement Warrants, $139,380,000 ($10.10 per Unit sold in the initial public offering, including from the over-allotment option) was placed in the trust account. Transaction costs amounted to $8,149,473, consisting of $2,400,000 in cash underwriting fees, $5,190,000 in deferred underwriting fees, and $559,473 of other offering costs. In addition, as of January 11, 2021, cash of $559,637 was held outside of the trust account and is available for the payment of offering costs and for working capital purposes. On December 20, 2021, the Sponsors loaned us an aggregate of $500,000 for working capital purposes (the “December 2021 Loans”). On January 6, 2022, the Sponsors deposited an aggregate of $1,035,000 into the trust account (the “January 2022 Deposit”). The January 2022 Deposit was required to provide us an additional three months to consummate an initial business combination pursuant to our amended and restated memorandum and articles of association. The January 2022 Deposit was made in the form of a non-interest-bearing loan. On January 27, 2022, the Sponsors loaned us an additional aggregate principal amount of $500,000 for working capital purposes (the “January 2022 Loans”). 36 The December 2021 Loans, the January 2022 Deposit and the January 2022 Loans were evidenced by promissory notes (collectively, the “Notes”). If we complete an initial business combination, we will, at the option of the Sponsors, repay the amounts evidenced by the Notes or convert a portion or all of the total amount into warrants at a price of $0.75 per warrant, which warrants will be identical to the Private Placement Warrants. If we do not complete a business combination, we will repay such amounts only from funds held outside of the trust account. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account not previously released to us (less taxes payable and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our income taxes, if any. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions, and pursue our growth strategies. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate, and complete a business combination. ITEM 6. [RESERVED]