UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2021
Commission File Number 001-39852
VICKERS VANTAGE CORP. I
Cayman Islands 6770 N/A
1 Harbourfront Avenue,
#16-06
Keppel Bay Tower, Singapore098632
Singapore
(Address of Principal Executive Offices)
Registrant’s
telephone number, including area code: (646)974-8301
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share VCKA The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of June 30, 2021, the last business day of the registrant’s
most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates
was $136,896,000 (based on the last sales price of the registrant’s ordinary shares on such date of $9.92).
As of February 24, 2022, 17,250,000
ordinary shares, par value $0.0001 per share, were issued and outstanding.
Documents Incorporated by Reference: None.
VICKERS VANTAGE CORP. I
FORM 10-K
TABLE OF CONTENTS
PART I
Item 1. Business 1
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 35
Item 2. Properties 35
Item 3. Legal Proceedings 35
Item 4. Mine Safety Disclosures 35
PART II
Item 6. [Reserved] 37
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40
Item 8. Financial Statements and Supplementary Data 41
Item 9A. Controls and Procedures 41
Item 9B. Other Information 41
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 41
PART III
Item 10. Directors, Executive Officers and Corporate Governance 42
Item 11. Executive Compensation 46
Item 14. Principal Accounting Fees and Services 50
PART IV
Item 15. Exhibits, Financial Statement Schedules 51
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS;
SUMMARY OF RISK FACTORS
Certain statements in this
Annual Report on Form 10-K (“Annual Report”) may constitute “forward-looking statements” for purposes of
the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report
may include, for example, statements about:
● our ability to select an appropriate target business or businesses;
● our ability to complete our initial business combination;
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the trust account not being subject to claims of third parties; or
● our financial performance.
The forward-looking statements
contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the section of this Annual Report entitled “Risk Factors”.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
ii
Summary of Risk Factors
An investment in our securities
involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk
Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial
condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your
investment. Such risks include, but are not limited to:
iii
iv
PART I
ITEM 1. BUSINESS
In this Annual Report on
Form 10-K (the “Form 10-K”), references to the “Company” and to “we,” “us,” and “our”
refer to Vickers Vantage Corp. I.
We are a Cayman Islands company
incorporated on February 21, 2020 as an exempted company with limited liability for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities
(the “Business Combination”). Our efforts to identify a prospective target business will not be limited to a particular industry
or geographic region.
The registration statement
for our initial public offering was declared effective on January 6, 2021. On January 11, 2021, we consummated the initial public offering
of 13,800,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, including 1,800,000 units
subject to the underwriters’ over-allotment option. Each Unit consists of one ordinary share, $.0001 par value (“Ordinary
Shares”), of the Company, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles
the holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the closing
of the initial public offering, we consummated the private placement (the “Private Placement”) of 6,840,000 warrants (each,
a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $0.75 per Private
Placement Warrant, generating gross proceeds of $5,130,000. The Private Placement Warrants were purchased by the Company’s sponsors
(the “Sponsors”), Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd. Each Private Placement Warrant
is exercisable for one ordinary share at a price of $11.50 per share.
On January 6, 2022, the Sponsors
deposited an aggregate of $1,035,000 into the trust account established in connection with the Company’s initial public offering
(“Trust Account”). The deposit was required to provide the Company an additional three months to consummate an initial business
combination pursuant to the Company’s Amended and Restated Memorandum and Articles of Association. The Company now has until April
11, 2022 to consummate an initial business combination.
$140,415,000 ($10.175 per
public share) is held in the Trust Account, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a
money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.
Recent Events
On December 5, 2021, the Company
executed a letter of intent for a potential business combination with Scilex Holding Company, a majority-owned subsidiary of Sorrento
Therapeutics, Inc. (Nasdaq: SRNE) (“Scilex”). The Company is currently negotiating the definitive agreement for such transaction.
There is no assurance that an agreement will be executed. The remainder of this Annual Report on Form 10-K assumes the parties will not
reach an agreement.
Effecting a Business Combination
General
Aside from the activity required
to duly prepare for and effectuate a potential business combination, we are not presently engaged in, and we will not engage in, any substantive
commercial business for an indefinite period of time. We intend to utilize cash derived from the proceeds of our initial public offering
and the private placement of Private Placement Warrants, our capital stock, debt or a combination of these in effecting a business combination.
Although substantially all of the net proceeds of the initial public offering and the private placement of Private Placement Warrants
are intended to be applied generally toward effecting a business combination, the proceeds are not otherwise being designated for any
more specific purposes. A business combination may involve the acquisition of, or merger with, a company which does not need substantial
additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance
with various Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that
may be financially unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations
with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business
combination.
1
Sources of Target Businesses
Target business candidates
may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources
will have read this annual report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates,
and our other shareholders may also bring to our attention target business candidates that they become aware of through their business
contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In
addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us
as a result of the track record and business relationships of our officers and directors. We may also determine to engage the services
of professional firms or other individuals that specialize in business acquisitions on a formal basis, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
If we decide to enter into a business combination with a target business that is affiliated with our officers, directors or initial shareholders,
we will do so only if we have obtained an opinion from an independent investment banking firm or another independent entity that commonly
renders valuation opinions that the business combination is fair to our unaffiliated shareholders from a financial point of view.
Selection of a Target Business and Structuring
of a Business Combination
Subject to the limitations
that a target business have a fair market value of at least 80% of the balance in the Trust Account (excluding deferred underwriting fees
and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business
combination, as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting
a prospective target business. We have not established any other specific attributes or criteria (financial or otherwise) for prospective
target businesses. In evaluating a prospective target business, our management may consider a variety of factors, including one or more
of the following:
● financial condition and results of operation;
● growth potential;
● brand recognition and potential;
● experience and skill of management and availability of additional personnel;
● capital requirements;
● competitive position;
● barriers to entry;
● stage of development of the products, processes or services;
2
● existing distribution and potential for expansion;
● impact of regulation on the business;
● regulatory environment of the industry;
● costs associated with effecting the business combination;
● macro competitive dynamics in the industry within which the company competes.
These criteria are not intended
to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on
the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with
our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass,
among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information
which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we
may engage, although we have no current intention to engage any such third parties.
The time and costs required
to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise
complete a business combination.
Fair Market Value of Target Business
Pursuant to Nasdaq listing
rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
of the funds in the trust account (excluding deferred underwriting fees and taxes payable on the income earned on the trust account) at
the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose
fair market value significantly exceeds 80% of the trust account balance. We currently anticipate structuring a business combination to
acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure a business combination
where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business
in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such
business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended. Even if the post-transaction company owns or acquires 50% or more of the voting securities
of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,
depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we
would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our
shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent
to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned
or acquired by the post-transaction company, only the portion of such business or businesses that is owned or acquired is what will be
valued for purposes of the 80% fair market value test. In order to consummate such an acquisition, we may issue a significant amount of
our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt
or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fundraising
arrangement and have no current intention of doing so. The fair market value of the target will be determined by our board of directors
based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow
and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we
will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders
valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent
investment banking firm, or another independent entity that commonly renders valuation opinions, as to the fair market value if our board
of directors independently determines that the target business complies with the 80% threshold.
3
Lack of Business Diversification
Our business combination must
be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed
above, although this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at
least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other
entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple
areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification
may:
If we determine to simultaneously
acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our
purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us,
and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business.
Limited Ability to Evaluate the Target Business’
Management
Although we intend to scrutinize
the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure
you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the
future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role
of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty.
While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following
a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination.
Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate
employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with
the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our
securities for services they would render to the company after the consummation of the business combination. Additionally, our officers
and directors may not have significant experience or knowledge relating to the operations of the particular target business.
4
Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills,
knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve
an Initial Business Combination
In connection with any proposed
business combination, we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose
at which shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination,
into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2)
provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a
shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account
(net of taxes payable), in each case subject to the limitations described herein. If we determine to engage in a tender offer, such tender
offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion
of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow
shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder
approval. In the case of a tender offer, we will file tender offer documents with the SEC which will contain substantially the same financial
and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our
initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, if we seek shareholder
approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination.
Submission of Our Initial Business Combination
to a Shareholder Vote
In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
public shareholders with the redemption rights described above upon completion of the initial business combination.
If we seek shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting
will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person
or by proxy. Our initial shareholders will count toward this quorum and, pursuant to that certain letter agreement, our Sponsor, officers
and directors have agreed to vote their Founder Shares and any public shares purchased during or after the Public Offering (including
in open market and privately-negotiated transactions) in favor of our initial business combination. Each public shareholder may elect
to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public
shareholder on the record date for the shareholder meeting held to approve the proposed transaction. Our amended and restated memorandum
and articles of association require that at least five days’ notice will be given of any such shareholder meeting.
Redemption Rights
At any meeting called to approve
an initial business combination, public shareholders may seek to redeem their shares, regardless of whether they vote for or against the
proposed business combination, or do not vote at all, their pro rata share of the aggregate amount then on deposit in
the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not
yet paid. Alternatively, we may provide our public shareholders with the opportunity to sell their ordinary shares to us through a tender
offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate
amount then on deposit in the trust account, less any taxes then due but not yet paid.
Notwithstanding the foregoing,
a public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group”
(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 20% or more of
the shares sold in the Initial Public Offering. Such a public shareholder would still be entitled to vote against a proposed business
combination with respect to all shares owned by him or his affiliates.
5
Liquidation if No Business Combination
Our amended and restated memorandum
and articles of association originally provided that we had 12 months from the closing of our initial public offering to consummate an
initial business combination. However, if we anticipated that we may not be able to consummate our initial business combination within
such period, we had the ability to extend such time period by up to three months on two occasions as described below. On January 6, 2022,
our Sponsors caused us to extend the period of time to consummate an initial business combination until April 11, 2022.
If we are unable to complete
our initial business combination by April 11, 2022 (or, upon one further extension of such period as permitted by the our amended and
restated memorandum and articles of association, as further described below, by July 11, 2022), we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of
the outstanding public shares which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining holders of ordinary shares and our board of directors, proceed to
commence a voluntary liquidation and thereby a formal dissolution of the company, subject (in the case of (ii) and (iii) above) to our
obligations to provide for claims of creditors and the requirements of applicable law.
As indicated above, our amended
and restated memorandum and articles of association provides that if we anticipate that we may not be able to consummate our initial business
combination within the period allowed after the closing of our initial public offering, we may, by resolution of our board if requested
by our sponsors, extend the period of time to consummate a business combination up to once more, by an additional three months (for a
total of up to 18 months after the closing of our initial public offering to complete a business combination), subject to the Sponsors
depositing additional funds into the trust account as set forth below. Our shareholders will not be entitled to vote or redeem their shares
in connection with any such extensions. Pursuant to the terms of our amended and restated memorandum and articles of association and the
trust agreement entered into between us and Continental Stock Transfer & Trust Company, in order for the time available for us
to consummate our initial business combination to be extended, our sponsor or its affiliates or designees must deposit into the trust
account $1,035,000 ($0.075 per share), on or prior to the date of the deadline, for the available three month extension providing a total
possible business combination period of 18 months for a total payment value of $2,070,000 ($0.15 per share). Any such deposits will be
in the form of non-interest-bearing loans to us. If we complete our initial business combination, we will, at the option of our sponsors,
repay such loaned amounts or convert a portion or all of the total loan amount into warrants at a price of $0.75 per warrant, which warrants
will be identical to the private warrants. If we do not complete a business combination, we will repay such loans only from funds held
outside of the trust account. Furthermore, the letter agreement with our initial shareholders contains a provision pursuant to which our
sponsors have agreed to waive their right to be repaid for such loans to the extent there is insufficient funds held outside of the trust
account in the event that we do not complete a business combination. Our sponsors and their affiliates or designees are not obligated
to fund the trust account to extend the time for us to complete our initial business combination.
If we are unable to complete
our initial business combination within the allotted time period, we may propose to amend our amended and restated memorandum and articles
of association to modify the timing by which we must consummate our initial business combination, which proposal must be approved by our
shareholders. In such event, our public shareholders shall be entitled to receive funds from the trust account if they redeem their shares
in connection with such shareholder vote.
In connection with our redemption
of 100% of our issued and outstanding public shares for a portion of the funds held in the trust account, each public shareholder will
receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust
account and not previously released to us and less up to $50,000 for liquidation expenses. Holders of warrants will receive no proceeds
in connection with the liquidation with respect to such warrants, which will expire worthless.
6
Competition
In identifying, evaluating
and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours.
Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or
through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources
will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable
target businesses may be limited by our available financial resources.
The following also may not
be viewed favorably by certain target businesses:
In recent years, and especially
since the fourth quarter of 2020, the number of special purpose acquisition companies that have been formed has increased substantially.
Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there
are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies
currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort
and more resources to identify a suitable target and to consummate an initial business combination.
If we succeed in effecting
a business combination, there in all likelihood will be intense competition from competitors of the target business. We cannot assure
you that subsequent to a business combination we will have the resources or ability to compete effectively.
Employees
We have two executive officers.
These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they
deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has
been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management
locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing
the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business.
We presently expect each of our executive officers to devote such amount of time as they reasonably believe is necessary to our business.
We do not intend to have any full time employees prior to the consummation of a business combination.
Facilities
We currently maintain our
executive offices at 1 Harbourfront Avenue, #16-06, Keppel Bay Tower, Singapore 098632, Singapore. Such space, utilities and secretarial
and administrative services will be provided to us free of charge by an affiliate of our executive officers. We consider our current office
space adequate for our current operations.
7
ITEM 1A. RISK FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K, the prospectus associated with our Initial Public Offering
and the registration statement of which such prospectus forms a part, before making a decision to invest in our securities, before making
a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be
materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your
investment.
Risks Relating to
Business Operations and Searching for and Consummating a Business Combination
We have no operating history and no revenues, and you have no basis
on which to evaluate our ability to achieve our business objective.
We
have no operating results. To date, our only activities have been related to our formation and the IPO and the search and evaluation
of potential targets in contemplation of a business combination. Because we lack an operating history, you have no basis upon which to
evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses.
If we fail to complete our initial business combination, we will never generate any operating revenues.
Our independent registered public accounting firm’s report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
As
of December 31, 2021, we had $507,921 in cash held outside of the trust account and working capital of $375,253. Further, we have incurred
and expect to continue to incur significant costs in pursuit of our finance and acquisition plans. The Company’s business plan
is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are
not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We
cannot assure you that we will consummate an initial business combination or that we will have sufficient cash available to allow us
to complete our initial business combination.
We identified a material weakness in our internal control
over financial reporting as of September 30, 2021 and as of March 31, 2021. If we are unable to develop and maintain an effective system
of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which
may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
The
Company reported a material weakness in its Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021, as management identified
a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex
financial instruments, including application of ASC 480-10-S99-3A to its accounting classification of public shares. As a result of this
material weakness, our management has concluded that our disclosure controls and procedures were not effective as of September 30, 2021.
We have taken a number of measures to remediate the material weaknesses described herein. However, if we are unable to remediate our
material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial
information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our financial statements
are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares
are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control over financial reporting
could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares.
We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified
or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement
and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening
our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or
errors or to facilitate the fair presentation of our financial statements.
The Company also reported a material weakness in its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2021 as management determined our internal control over financial reporting did not result
in the proper accounting for complex financial instruments, in that the classification of the private placement warrants we issued in
January 2021 were recorded as equity and not liabilities.
8
A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented, or detected and corrected on a timely basis.
Effective internal controls are necessary for us to provide reliable
financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may
be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.
If we identify any new material weaknesses in the future, any such
newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could
result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance
with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements,
investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures
we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.
The requirement that
we complete our initial business combination within 15 months from the closing of the Initial Public Offering (or 18 months from the closing
of the Initial Public Offering if we have extended the period of time to consummate an initial business combination as described herein)
may give potential target businesses leverage over us in negotiating our initial business combination and may limit the amount of time
we have to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine
our ability to consummate our initial business combination on terms that would produce value for our shareholders.
Any
potential target business with which we enter into negotiations concerning our initial business combination will be aware that we must
consummate our initial business combination within 15 months from the closing of the Initial Public Offering (or up to 18 months from
the closing of the Initial Public Offering if we have further extended the period of time to consummate an initial business combination
as described herein). Consequently, such target businesses may obtain leverage over us in negotiating our initial business combination,
knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete
our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above.
In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would
have rejected upon a more comprehensive investigation.
We may not be able
to consummate our initial business combination within the required time period, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate.
We
must complete our initial business combination within 15 months from the closing of the Initial Public Offering (or up to 18 months from
the closing of the Initial Public Offering if we have further extended the period of time to consummate an initial business combination
as described herein). We may not be able to find a suitable target business and consummate our initial business combination within such
time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility
in the capital and debt markets and the other risks described herein. If we are unable to consummate our initial business combination
within the required time period, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute
the aggregate amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation
expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of
our affairs, as further described herein. This redemption of public shareholders from the trust account shall be effected as required
by function of our memorandum and articles of association and prior to any voluntary winding up.
Our public shareholders
will not be entitled to vote or redeem their shares in connection with either of our potential three-month extensions.
If
we are not able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our
Sponsors, extend the period of time to consummate a business combination by an additional three months, as long as our Sponsors or their
affiliates or designees, prior to the deadline, deposits into the trust account $1,035,000 ($0.075 per unit,) on or prior to the date
of the deadline, for the three-month extension. Our public shareholders will not be entitled to vote or redeem their shares in connection
with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support
such an extension and will not be able to redeem their shares in connection therewith. This feature is different than the traditional
special purpose acquisition company structure, in which any extension of the company’s period to complete a business combination
requires a vote of the company’s shareholders and shareholders have the right to redeem their public shares in connection with such
vote.
9
Our Sponsors may decide
not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for
the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.
We
have until 15 months from the closing of the Initial Public Offering to consummate our initial business combination. However, if we anticipate
that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested
by our Sponsors, extend the period of time to consummate a business combination once more, by an additional three months (for a total
of up to 18 months to complete a business combination), subject to the Sponsors depositing additional funds into the trust account. Our
shareholders will not be entitled to vote or redeem their shares in connection with any such extension. However, our shareholders will
be entitled to vote and redeem their shares in connection with a shareholder meeting held to approve an initial business combination or
in a tender offer undertaken in connection with an initial business combination if we propose such a business combination during any three-month
extension period. In order for the time available for us to consummate our initial business combination to be extended, our Sponsors or
their affiliates or designees must deposit into the trust account $1,035,000 ($0.075 per unit) for the three month extension. Any such
deposits will be in the form of non-interest-bearing loans to us. If we complete our initial business combination, we will, at the option
of our Sponsors, repay such loaned amounts or redeem a portion or all of the total loan amount into warrants at a price of $0.75 per warrant,
which warrants will be identical to the private warrants. If we do not complete a business combination, we will repay such loans only
from funds held outside of the trust account. Our Sponsors and their affiliates or designees are not obligated to fund the trust account
to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination
within the applicable time period, we will liquidate as described herein. In such event, the warrants will be worthless.
If we are unable to
consummate our initial business combination within 15 months of the closing of the Initial Public Offering (or up to 18 months if the
time to consummate an initial business combination has been extended as described above), our public shareholders may be forced to wait
beyond such period of time before redemption from our trust account.
If
we are unable to consummate our initial business combination within 15 months from the closing of the Initial Public Offering (or up to
18 months if the time to consummate an initial business combination has been further extended as described above), we will, as promptly
as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account
(net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses), pro rata to our public shareholders by way of
redemption and cease all operations except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further
described herein. Any redemption of public shareholders from the trust account shall be effected as required by our memorandum and articles
of association prior to our commencing any voluntary liquidation. If we are required to liquidate prior to distributing the aggregate
amount then on deposit in the trust account (net of taxes payable, and less up to $50,000 of interest to pay liquidation expenses) pro
rata to our public shareholders, then such winding up, liquidation and distribution must comply with the applicable provisions of the
Companies Act. In that case, investors may be forced to wait beyond 15 months (or up to 18 months if we extend the period of time to consummate
an initial business combination as described above) before the redemption proceeds of our trust account become available to them, and
they receive the return of their pro rata portion of the proceeds from our trust account. Except as otherwise described herein, we have
no obligation to return funds to investors prior to the date of any redemption required as a result of our failure to consummate our initial
business combination within the period described above or our liquidation, unless we consummate our initial business combination prior
thereto and only then in cases where investors have sought to redeem their ordinary shares. Only upon any such redemption of public shares
as we are required to effect or any liquidation will public shareholders be entitled to distributions if we are unable to complete our
initial business combination.
10
Our public shareholders
may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination
even though a majority of our public shareholders do not support such a combination.
If
we do not decide to hold a shareholder vote in conjunction with our initial business combination for business or other legal reasons,
we will conduct redemptions pursuant to the tender offer rules of the SEC and our memorandum and articles of association. Nasdaq rules
currently allow us to engage in a tender offer in lieu of a general meeting, provided that we were not seeking to issue more than 20%
of our issued and outstanding shares to a target business as consideration in any business combination. Furthermore, shareholder approval
would not be required pursuant to the Companies Act if our initial business combination were structured as a purchase of assets, a purchase
of stock, shares or other equity securities of the target not involving a merger with us, or a merger of the target into a subsidiary
of our company, or if we otherwise entered into contractual arrangements with a target to obtain control of such company. Accordingly,
we may consummate our initial business combination even if holders of a majority of our public shares do not approve of the business combination.
Your only opportunity
to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your
shares from us for cash.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more
target businesses. Because our board of directors may consummate our initial business combination without seeking shareholder approval,
public shareholders may not have the right or opportunity to vote on the business combination. Accordingly, your only opportunity to affect
the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period
of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we
describe our initial business combination.
If we seek shareholder
approval of our business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group”
of shareholders are deemed to hold in excess of 20% of our ordinary shares, you will lose the ability to redeem all such shares in excess
of 20% of our ordinary shares.
If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination
pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, individually or together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate
of 20% of the shares sold in the Initial Public Offering. Your inability to redeem more than an aggregate of 20% of the shares sold in
the Initial Public Offering will reduce your influence over our ability to consummate our initial business combination and you could suffer
a material loss on your investment in us if you sell such excess shares in open market transactions. As a result, you will continue to
hold that number of shares exceeding 20% and, in order to dispose of such shares, you would be required to sell your shares in open market
transaction, potentially at a loss.
Our initial shareholders
control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in
a manner that you do not support.
Upon
closing of the Initial Public Offering and the private placement, our initial shareholders own 20% of our issued and outstanding ordinary
shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you