SCLX US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and

the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report

on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual

results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those

set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in

this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in

the Cayman Islands on February 21, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses or entities. We intend to effectuate our Business Combination using cash

derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination

of cash, shares and debt.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

On January 6, 2022, we extended the

period of time to consummate a Business Combination to April 11, 2022. The Sponsors deposited $1,035,000 into the Trust Account made

in the form of non-interest-bearing loans. If the Company completes an initial business combination, the Company will, at the option

of the Sponsors, repay the amounts evidenced by the Convertible Promissory Notes or convert a portion or all of the total amount into

warrants at a price of $0.75 per warrant, which warrants are identical to the Private Placement Warrants issued. If a Business Combination

is not consummated, the Convertible Promissory Notes will not be repaid by the Company and all amounts owed thereunder by the Company

will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

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Results of Operations

We have neither engaged in any operations

nor generated any revenues to date. Our only activities from February 21, 2020 (inception) through December 31, 2021 were organizational

activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business

Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate

non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result

of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December

31, 2021, we had a net income of $783,438, which consists of interest income on investments in the Trust Account of $30,739, change in

fair value of conversion option liability of $11,835 and change in fair value of warrant liability gain of $4,377,600 offset by operating

costs of $1,005,498, amortization of debt discount of $1,826, initial issuance of private warrants of $2,599,200 and transaction cost

allocated to warrant liabilities of $30,212.

For the period from February 21, 2020 (inception)

through December 31, 2020, we had a net loss of $6,276, which consisted of formation and operating expenses.

Liquidity and Capital Resources

On January 11, 2021 we consummated the Initial

Public Offering of 13,800,000 Units at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 5. Simultaneously

with the closing of the Initial Public Offering, we consummated the sale of 6,840,000 Private Placement Warrants at a price of $0.75

per Private Placement Warrant in a private placement to the Sponsors, generating gross proceeds of $5,130,000, which is described in

Note 4.

Following the Initial Public Offering, full exercise

of the over-allotment option, and the sale of the Private Placement Warrants, a total of $139,380,000 was placed in the Trust Account.

We incurred $8,149,473 in transaction costs, including $2,400,000 of underwriting fees, $5,190,000 of deferred underwriting fees and

$559,473 of other offering costs.

For the year ended December 31, 2021, cash used

in operating activities was $801,330. Net income of $783,438 was affected by transaction cost allocated to warrant liabilities of $30,212,

change in fair value of conversion option liability of $11,835, amortization of debt discount of $18,26, change in fair value of warrant

liability of $4,377,600, loss on initial issuance of private warrants of $2,599,200 and interest earned on marketable securities held

in the Trust Account of $30,739. Changes in operating assets and liabilities provided $204,168 of cash for operating activities.

For the period from February 21, 2020 (inception)

through December 31, 2020, cash used in operating activities was $1,276. Net loss of $6,276 was affected by $5,000 in formation cost

paid through advances from affiliate of Sponsor.

As of December 31, 2021, we had marketable securities

held in the Trust Account of $139,410,739 (including approximately $31,000 of interest income consisting of U.S. Treasury Bills with

a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes

payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration

to complete our 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.

As of December 31, 2021, we had cash of $507,921.

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.

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In order to fund working capital deficiencies

or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their

affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such

loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the

Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000

of such loans may be convertible into warrants at a price of $0.75 per warrant, at the option of the lender. The warrants would be identical

to the Private Placement Warrants. As of December 20, 2021, we entered in a convertible promissory note with the Sponsors pursuant to

which the Sponsors agreed to the loan the Company an aggregate principal amount of $500,000 (the “Convertible Promissory Note”)

non-interest-bearing loan that is payable at consummation of a Business Combination. Up to $500,000 of the Convertible Promissory Note

may be converted into warrants at a price of $0.75 per warrant at the option of the Sponsors. The warrants would be identical to the

Private Placement Warrants.

Going Concern

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined

that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability

to continue as a going concern through July 11, 2022 (extension date), the scheduled liquidation date of the Company if it does not complete

a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the

recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going

concern.

If the Company is unable to

raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily

be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available

to it on commercially acceptable terms, if at all.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a

deferred fee of (i) 3.5% of the gross proceeds of the initial 12,000,000 Units sold in the Initial Public Offering, or $4,200,000, and

(ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $990,000. The deferred fee will be paid

in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting

agreement.

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Critical Accounting Policies

The preparation of financial statements and related

disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date

of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.

We have identified the following critical accounting policies:

Warrant Liability

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers

whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480,

and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed

to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use

of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the

warrants are outstanding. We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance

contained in ASC 815 under which the public warrants meet the criteria for equity treatment and the private warrants do not meet the

criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the private warrants as liabilities at their

fair value and adjust the private warrants to fair value at each reporting period. This liability is subject to re-measurement at each

balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the

warrants was estimated using a Black-Scholes option pricing formula.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary

shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument

and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are

either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control)

are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares

feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events.

Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

equity section of our balance sheets. We recognize changes in redemption value immediately as they occur and adjusts the carrying value

of the ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would

view the end of the reporting period as if it were also the redemption date for the security.

Net Income (Loss) Per Ordinary Share

Net loss per ordinary share is computed by dividing

net loss by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares

of ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe

that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on

the Company’s financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06,

Debt -- debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging -- Contracts in Entity’ Own Equity

(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which

simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes

certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies

the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023,

including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the impact, if any, that

ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management is currently evaluating

the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

Item 7A. Quantitative and Qualitative Disclosures

about Market Risk

Not required for smaller

reporting companies.

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Item 8. Financial Statements and Supplementary

Data

This information appears

following Item 15 of this Report and is included herein by reference.

Item 9. Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures

are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive officer and principal financial officer or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our management, including our principal executive officer and principal financial and accounting officer, we

conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December

31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive

officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective

due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial

instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared

in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included

in this Form 10-K present fairly, in all material respects, our financial position, result of operations and cash flows of the periods

presented.

Management’s Report on Internal Controls

Over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rules 13a-15(f) and 15d-15(f)

under the Securities Exchange Act of 1934, as amended.

A company’s internal

control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles in the United States, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Our management conducted

an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment,

our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 due to the material

weakness described above.

Changes in Internal Control over Financial

Reporting

The Company has made changes

in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements

to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing

enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party

professionals with whom we consult regarding complex accounting applications. The Company can offer no assurance that these changes will

ultimately have the intended effects.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 9C. Disclosure

Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

OF THE REGISTRANT

Directors and Executive Officers

Our current directors and

executive officers are as follows:

Name Age Position

Jeffrey Chi 53 Chairman and CEO

Chris Ho 34 Chief Financial Officer and Director

Pei Wei Woo 45 Director

Suneel Kaji 52 Director

Steve Myint 63 Director

Jeffrey Chi has

served as our Chairman of the Board and Chief Executive Officer since our inception. Dr. Chi co-founded Vickers Ventures Partners in

2005 and is a member of its Investment Committee. From 2013 to April 2017, Dr. Chi also served as the Chairman of the Singapore Venture

Capital and Private Equity Association. From 2001 to 2005, Dr. Chi initially served as a Senior Consultant with the Monitor Group and

later served as Executive Director with Pegasus Capital. Dr Chi managed engagements for a wide range of clients in both

the public and private sectors. Dr. Chi’s operational background includes working on the management team of an engineering and

construction group where he oversaw operations in Singapore, Malaysia, Taiwan and Indonesia from 1992 to 1998. As a result of a personal legal dispute, the Singapore courts issued

a Bankruptcy Order against Dr. Chi in November 2021. The legal dispute is in the process of being settled and it is expected that the

Order will be annulled soon thereafter. Dr. Chi graduated from

the University of Cambridge with First Class Honors in Engineering and has a Ph.D. from the Massachusetts Institute of Technology. He

is also a CFA charterholder, and is fluent in English and Mandarin. We believe Dr. Chi is well-qualified to serve on our board of directors

due to his experience and relationships and contacts.

Chris

Ho has served as our Chief Financial Officer and member of our board of directors since our inception. Mr. Ho joined VVP

in 2016 as a Venture Principal, sourcing and evaluating international new investments and acquisitions, with a particular focus on technology

investments. Prior to joining VVP, Mr. Ho worked at ZS Associates, a sales and marketing consulting firm, from January 2014 to April

2017 where he specialized in sales transformation projects. His work ranged from portfolio and business strategy and customer segmentation

to incentive compensation plan design and effectiveness diagnostics, across a broad spectrum of industries including high-tech, travel

and transportation, and agri-chemicals. Mr. Ho received a B.S. in Political Science and an MS in Electrical Engineering, both from Columbia

University. He is fluent in English and Mandarin. We believe Mr. Ho is well-qualified to serve on our board of directors due to his experience

and relationships and contacts.

Pei

Wei Woo has served as a member of our board of directors since October 2020. In 2021, Ms Woo became the CEO &

CIO of a single family office headquartered in Singapore, covering multi-asset investing across global markets. From 2019-2021,

Ms. Woo had served as Managing Director of FOSUN, one of the largest conglomerates in China with global businesses in healthcare and

consumer products, financial services, tourism, entertainment and real estate. In 2018, Ms. Woo served as Head of all international capital

allocation, asset management and investment products at Lu International Pte. Ltd., the global financial technology headquarters for

Lufax Holdings, China’s largest online wealth management platform. From 2014 to 2017, she served as Senior Director of CDPQ Asias

Pacific PTE Ltd., one of Canada’s largest pension plans. From 2013 to 2014, she served as Vice President of JPMorgan Asset Management.

From 2007 to 2012, Ms. Woo was a Director at Cenenium Capital Partners, a single family office in New York. From 1999 to 2017, she was

a Director at the Economic Development Board in Singapore. Ms. Woo received a B.Sc. in Economics from London School of Economics and

an M.A. in Economics from Yale University. We believe Ms. Woo is well-qualified to serve on our board of directors due to her experience

and relationships and contacts.

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Suneel

Kaji has served as a member of our board of directors since October 2020. Since May 2019, Mr. Kaji has served as a Managing

Director of Everstone Capital, which manages in excess of US$6.5 billion, and its Everstone Capital US and Everstone Capital Asia Pte

group of funds, for which he co-leads control equity and special situations investing in consumer and business services and cross-border

investments between the US and Asia. Mr. Kaji was formerly a member of the board of directors of Twelve Seas Investment Company, a blank

check company, from June 2018 until it an initial business combination with Brooge Holdings in December 2019. Previously from October

2016 through the spring of 2019, Mr. Kaji had served as an employee director of the University of Texas and Texas A&M System Management

Company (UTIMCO), advising on co- and direct principal investments globally as well as emerging markets’ fund selection. Prior

to joining UTIMCO, Mr. Kaji served as a Managing Director of Accordion Partners LLC, a private equity consultancy with three offices

globally. He established and led the firm’s investment affiliate (established in 2014) that co-invests with the firm’s consultancy

clientele. From 2008 to June 2014, Mr. Kaji had been a Managing Director and Senior Investment Manager-Private Investments at TRG

Management (an affiliate of the Rohatyn Group). He managed non-real estate private investment activity across Asia, including cross-border

investments with the US and Australia. He was responsible for origination, evaluation, and structuring of private equity and distressed

credits across diverse industries such as natural resource services, chemicals, logistics, and consumer services. Mr. Kaji also sat on

the boards of two joint venture real estate and infrastructure funds in Asia. From 2003 to 2008, Mr. Kaji was a Managing Director at

the GEM-Kinderhook Funds in New York, focused on mid-cap control investments, structured minority equity and hybrid credit transactions

in the US, as well as opportunistic pursuits in China, the Middle East North Africa region, and India. From 1999 to 2003, Mr. Kaji was

a Principal at Crown Capital Group, a mid-cap private equity group established by DLJ Merchant Banking, Apollo Management and former

employees thereof. Previously he was a Vice President at DLJ Merchant Banking Partners (1996 to 1999), based in New York and Hong Kong.

Mr. Kaji started his career in finance with Salomon Brothers (1991 to 1994) and entered the principal investment business at Goldman

Sachs (1995). He graduated from the Wharton School of the University of Pennsylvania with a Bachelors of Science in Economics, magna

cum laude, and Stanford University with an MBA from the Stanford Graduate School of Business. We believe Mr. Kaji is well-qualified to

serve on our board of directors due to her experience and relationships and contacts.

Dr.Steve

Myint has served as a member of our board of directors since October 2020. Dr. Myint has served as a Senior Fellow to A*Star,

a Singapore research agency for economic oriented research in scientific discovery and innovative technology, since 2010, and a consultant

to its commercialization arm, Accelerate. He has also served as an adjunct Professor at Duke-NUS Medical School since 2015. From 2007

to 2009, he was on the Board as Chief Medical Officer at BTG International, one of the United Kingdom’s largest life science companies

which was sold to Boston Scientific in 2018. Prior to that, he was R&D Board level Global Medical Director of SmithKline Beecham

(which subsequently became part of GlaxoSmithKline) where he was responsible for leading its global development programs. Both of these

companies were FTSE100/Fortune 500 companies. He was also an executive Dean of Medicine and Health at the University of Surrey.

He was also the co-founder of Innovatum partners, Finland’s first specialist investor in life sciences and advisor in life sciences

to Finland’s sovereign wealth fund. He is also founder of 42 and ambassador to Institute of Ethics and Values in Slovenia, both

of which promote ethical values in companies and society. He is also chairman of the boards of SGVector and INeX, Singaporean life science

companies. Dr. Myint received a MD from London University and a PhD from Wurzburg University. We believe Dr. Myint is well-qualified

to serve on our board of directors due to his experience and relationships and contacts.

Director Independence

Nasdaq listing standards

require that a majority of our board of directors be independent. An “independent director” is defined generally as a person

other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion

of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out

the responsibilities of a director.

Our independent directors

will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms

no less favorable to us than could be obtained from independent parties. Any affiliated transactions must be approved by a majority of

our independent and disinterested directors.

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Our board of directors has

determined that Pei Wei Woo, Suneel Kaji and Steve Myint are “independent directors” as defined in the Nasdaq listing standards

and applicable SEC rules. Our independent directors [will] have regularly scheduled meetings at which only independent directors are

present.

Any

affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors

will review and approve all affiliated transactions with any interested director abstaining from such review and approval.

Audit Committee

Effective

January 6, 2021, we established an audit committee of the board of directors, in accordance with Section 3(a)(58)(A) of the Exchange

Act, which consists of Pei Wei Woo, Suneel Kaji and Steve Myint, each of whom is an independent director under Nasdaq’s listing

standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

● discussing with management major risk assessment and risk management policies;

● monitoring the independence of the independent auditor;

● reviewing and approving all related-party transactions;

● appointing or replacing the independent auditor;

Financial Experts

on Audit Committee

The

audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”

as defined under Nasdaq’s listing standards. In addition, we must certify to Nasdaq that the committee has, and will continue to

have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting,

or other comparable experience or background that results in the individual’s financial sophistication. Each member of the audit

committee is financially literate and our board of directors has determined that Mr. Kaji qualifies as an “audit committee financial

expert” as defined in applicable SEC rules.

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Nominating Committee

Effective

January 6, 2021, we established a nominating committee of the board of directors, which consists of ei Wei Woo, Suneel Kaji and Steve

Myint, each of whom is an independent director under Nasdaq’s listing standards. The nominating committee is responsible for overseeing

the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by

its members, management, shareholders, investment bankers and others.

Guidelines for

Selecting Director Nominees

The

guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

The

Nominating Committee will consider a number of qualifications relating to management and leadership experience, background, and integrity

and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require

certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and

will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating

committee does not distinguish among nominees recommended by shareholders and other persons.

There

have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Compensation Committee

Effective

January 6, 2021, we established a compensation committee of the board of directors, which consists of Pei Wei Woo, Suneel Kaji and Steve

Myint, each of whom is an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which

are specified in our Compensation Committee Charter, include, but are not limited to:

● reviewing our executive compensation policies and plans;

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Code of Ethics

Effective

January 6, 2021 we adopted a code of ethics that applies to all of our executive officers, directors, and employees. The code of ethics

codifies the business and ethical principles that govern all aspects of our business.

ITEM 11. EXECUTIVE

COMPENSATION

Executive Compensation

No

executive officer has received any cash compensation for services rendered to us.

No

compensation or fees of any kind, including finder’s, consulting fees, and other similar fees, will be paid to our initial shareholders,

members of our management team, or their respective affiliates, for services rendered prior to or in connection with the consummation

of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for

any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,

performing business due diligence on suitable target businesses and business combinations, as well as traveling to and from the offices,

plants, or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket

expenses reimbursable by us.

After

our initial business combination, members of our management team who remain with us may be paid consulting, management, or other fees

from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation

materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to

consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and

director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report

on Form 8-K, as required by the SEC.

Since

our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans

to any of our executive officers or directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The

following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this annual report

by:

● each of our officers and directors; and

● all of our officers and directors as a group.

Unless

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares

beneficially owned by them. The following table does not reflect record of beneficial ownership of the warrants included in the units

offered in the IPO or the Private Placement Warrants as these warrants are not exercisable within 60 days of the date hereof.

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Vickers Venture Fund VI (Plan) Pte Ltd 320,501 1.9 %

* Less than 1%.

All

of the Founders’ Shares outstanding prior to our IPO have been placed in escrow with Continental Stock Transfer & Trust

Company, as escrow agent, until (1) with respect to 50% of the founders’ shares, the earlier of six months after the date of the

consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50

per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading

day period commencing after our initial business combination and (2) with respect to the remaining 50% of the founders’ shares,

six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our

initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of

our shareholders having the right to exchange their shares for cash, securities or other property.

During

the escrow period, the holders of the Founders’ Shares will not be able to sell or transfer their securities except for transfers,

assignments or sales (i) to our initial shareholders, officers, directors, consultants or their affiliates, (ii) to an initial shareholder’s

members upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution

upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation

of our initial business combination, or (vii) in connection with the consummation of our initial business combination, by private sales

at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with

our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but

will retain all other rights as our shareholders, including, without limitation, the right to vote their shares and the right to receive

cash dividends, if declared. If dividends are declared and payable in shares, such dividends will also be placed in escrow. If we are

unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the Founders’

Shares.

Equity Compensation

Plans

As

of December 31, 2021, we had no compensation plans (including individual compensation arrangements) under which equity securities of

the registrant were authorized for issuance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

47

All of the founders’ shares were placed in escrow with Continental

Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the founders’ shares, the earlier of

six months after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary

shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the

remaining 50% of the founders’ shares, six months after the date of the consummation of our initial business combination, or earlier,

in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar

transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.

The holders of the founders’ shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination,

(B) not to redeem any shares in connection with a shareholder vote to approve a proposed initial business combination or any amendment

to our charter documents prior to consummation of an initial business combination or sell any shares to us in a tender offer in connection

with a proposed initial business combination and (C) that the founders’ shares shall not participate in any liquidating distribution

from the trust account upon winding up if a business combination is not consummated.

Our Sponsors, Vickers Venture

Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd. purchased an aggregate of 6,840,000 Private Placement Warrants for a total

purchase price of $5,130,000. The Private Placement Warrants are identical to the public warrants except that the Private Placement Warrants:

(i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis so long as they are held by the initial purchasers

or any of their permitted transferees. The initial purchasers have agreed not to transfer, assign or sell any of the Private Placement

Warrants and underlying securities (except to certain permitted transferees) until the completion of our initial business combination.

In order to meet our working

capital needs following the consummation of our initial public offering, our initial shareholders, officers and directors or their affiliates

may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole

discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business

combination, without interest, or, at holder’s discretion, up to $1,500,000 of the notes may be redeemed into warrants at a price

of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds

from our trust account would be used for such repayment.

On December 20, 2021, the Sponsors loaned us an aggregate of $500,000

for working capital purposes. On January 6, 2022, the Sponsors deposited an aggregate of $1,035,000 into the Trust Account in the form

of a non-interest-bearing loan, as 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. On January 27, 2022, the Sponsors loaned us an additional aggregate

principal amount of $500,000 for working capital purposes (the “January 2022 Loans”). The December 2021 Loans, the January

2022 Deposit and the January 2022 Loans were evidenced by 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.

The holders of our founders’

shares, as well as the holders of the Private Placement Warrants and any warrants our initial shareholders, officers, directors or their

affiliates may be issued in payment of working capital loans made to us (and all underlying securities), will be entitled to registration

rights. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders

of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior

to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the private warrants and warrants

issued in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any

time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with

respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred

in connection with the filing of any such registration statements.

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.

No compensation or fees of

any kind, including finder’s, consulting fees and other similar fees, will be paid to our initial shareholders, members of our

management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial

business combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any

out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses,

performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices,

plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket

expenses reimbursable by us.

48

Related Party Policy

Our Code of Ethics, which

we adopted upon consummation of our initial public offering, requires us to avoid, wherever possible, all related party transactions

that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit

committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected

to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director

or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of

the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result

of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person

takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest

may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our

directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about

related party transactions.

Our audit committee, pursuant

to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms

believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior

approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who

do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent”

directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect

to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete

a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on

the part of a director, employee or officer.

Director Independence

Currently each of Pei Wei

Woo, Suneel Kaji and Steve Myint would each be considered an “independent director” under the Nasdaq listing rules, which

is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having

a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of

independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings

at which only independent directors are present.

49

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Item 14. Principal Accountant

Fees and Services

The firm of WithumSmith+Brown,

PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services

rendered.

Audit Fees. During the year ended December

31, 2021 and for the period from February 21, 2020 (inception) through December 31, 2020, fees for our independent registered public

accounting firm were approximately $80,000 and $81,000 for the services Withum performed in connection with our Initial Public

Offering and the audit of our December 31, 2021 and 2020 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees. During the year

ended December 31, 2021 and for the period from February 21, 2020 (inception) through December 31, 2020, our independent registered public

accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

Tax Fees. During the year ended December 31, 2021 and for the

period from February 21, 2020 (inception) through December 31, 2020, our fees for our independent registered public accounting

firm were approximately $4,000 and $0 for tax compliance, tax advice and tax planning.

All Other Fees. During the year ended

December 31, 2021 and for the period from February 21, 2020 (inception) through December 31, 2020, there were no fees billed for products

and services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed

upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND

SCHEDULES

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

Page

Report of Independent Registered Public Accounting Firm F-2

Balance Sheet F-3

Statement of Operations F-4

Statement of Changes in Shareholder’s Equity F-5

Statement of Cash Flows F-6

Notes to Financial Statements F-7

(2) Financial Statement Schedules:

None.

(3) Exhibits

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and

copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such

material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed

rates or on the SEC website at www.sec.gov.

Exhibit No. Description

3.1 Amended and Restated Memorandum and Articles of Association.**

4.1 Specimen Unit Certificate.**

4.2 Specimen Ordinary Share Certificate.**

4.3 Specimen Warrant Certificate.**

4.6 Description of the Registrant’s Securities.*

10.4 Registration Rights Agreement**

10.5 Private Warrants Purchase Agreement between the Registrant and Sponsors.**

10.6 Indemnification Agreement.**

10.7 Administrative Services Agreement.**

14 Code of Ethics.**

ITEM 16. FORM 10-K SUMMARY

None.

51

SIGNATURES

Pursuant to the requirements

of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized on the 24th day of February, 2022.

VICKERS VANTAGE CORP. I

By: /s/ Chris Ho

Chris Ho

Chief Executive Officer