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Vickers Vantage Corp. I - VCKA

  • Commons

    $10.04

    -0.10%

    VCKA Vol: 7.0K

  • Warrants

    $0.53

    -5.36%

    VCKAW Vol: 4.5K

  • Units

    $10.29

    +0.10%

    VCKAU Vol: 5.5K

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 173.2M
Average Volume: 8.9K
52W Range: $9.77 - $10.71
Weekly %: +0.00%
Monthly %: -0.40%
Inst Owners: 31

Info

Target: Searching
Days Since IPO: 332
Unit composition:
Each unit consists of one ordinary share and one-half of one warrant, which we refer to throughout this prospectus as “warrants” or the “public warrants.” Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as described
Trust Size: 10000000.0M

Management

Officers and Directors Our memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our memorandum and articles of association. Our memorandum and articles of association also will permit us to purchase and maintain insurance on behalf of any officer or director who at the request of the Company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the memorandum and articles of association. We will purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable. 83 Table of Contents PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: • each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares ; • each of our officers and directors that beneficially owns ordinary shares; and • all 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 ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of any ordinary shares issuable upon exercise of warrants, including the private warrants, as these warrants are not exercisable within 60 days of the date of this prospectus. Prior to Offering After Offering(2) Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Ownership Approximate Percentage of Issued and outstanding ordinary shares(3) Amount and Nature of Beneficial Ownership Approximate Percentage of Issued and outstanding ordinary shares(4) Jeffrey Chi 2,800,000 ​(3) 97.4 % 2,425,000 19.4 % Chris Ho 2,800,000 ​(3) 97.4 % 2,425,000 19.4 % Pei Wei Woo 25,000 * 25,000 * Suneel Kaji 25,000 * 25,000 * Steve Myint 25,000 * 25,000 * Vickers Venture Fund VI Pte Ltd 2,529,074 87.9 % 2,190,359 17.5 % Vickers Venture Fund VI (Plan) Pte Ltd 270,926 9.4 % 234,641 1.9 % All directors and officers as a group (five individuals) 2,875,000 ​(3) 100.0 % 2,500,000 20.0 % ____________* Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is 1 Harbourfront Avenue, #16-06, Keppel Bay Tower, Singapore 098632, Singapore. (2) Assumes (i) no exercise of the over-allotment option and (ii) an aggregate of 375,000 ordinary shares have been forfeited by our sponsors as a result thereof. (3) Represents shares held by our sponsors. Messrs. Chi and Ho have voting and dispositive power over the shares held by our sponsors through their positions with VVP. Immediately after this offering (without the exercise of the underwriters’ over-allotment option), our initial shareholders will beneficially own 20% of the then issued and outstanding ordinary shares (assuming our initial shareholders do not purchase any units in this offering). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all matters requiring approval by our shareholders, including the appointment of directors, amendments to our memorandum and articles of association and approval of significant corporate transactions. To the extent the underwriters do not exercise the over-allotment option, up to an aggregate of 375,000 founder shares held by our sponsors will be subject to forfeiture. Our sponsors will be required to forfeit only a number of founder shares necessary to maintain our initial shareholders’ 20% ownership interest in our ordinary shares (assuming our initial shareholders do not purchase any units in this offering) after giving effect to the offering and without giving effect to the exercise, if any, of the underwriters’ over-allotment option. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. 84 Table of Contents During the lock-up period, the holders of these shares will not be able to sell or transfer their securities except (1) to our officers, directors, shareholders, employees and members of our sponsors and their affiliates, (2) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (3) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (4) by virtue of the laws of descent and distribution upon death, (5) pursuant to a qualified domestic relations order, (6) by certain pledges to secure obligations incurred in connection with purchases of our securities, (7) by private sales at prices no greater than the price at which the shares were originally purchased or (8) to us for no value for cancellation in connection with the consummation of our initial business combination, in each case (except for clause 8 or with our prior consent) where the transferee agrees to the terms of the insider letter. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder shares. Our sponsors have committed to purchase from us an aggregate of 5,800,000 private warrants (or up to 6,000,000 private warrants if the underwriters’ over-allotment option is exercised in full) at $0.75 per warrant. Such purchases will take place on a private placement basis simultaneously with the consummation of this offering. The private warrants are identical to the warrants included in the units sold in this offering except the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The holders have agreed not to transfer, assign or sell any of the private warrants until after the completion of our initial business combination. Registration Rights Our initial shareholders and their permitted transferees can demand that we register the founder shares, the private warrants and underlying ordinary shares and any securities issued upon conversion of working capital loans, pursuant to an agreement to be signed prior to or on the date of this prospectus. The holders of such securities are entitled to demand that we register these securities at any time after we consummate an initial business combination. In addition, the holders have certain “piggy-back” registration rights on registration statements filed after our consummation of a business combination. 85 Table of Contents CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS In April 2020, we issued an aggregate of 3,593,750 founder shares to Chris Ho, our Chief Financial Officer, for an aggregate purchase price of $25,000 in cash, or approximately $0.007 per share. Mr. Ho subsequently transferred such shares to our sponsors for the same price paid for such shares. In October 2020, we effected a share capitalization of 0.2 shares for each outstanding share outstanding resulting in there being an aggregate of 4,312,500 founder shares outstanding. In November 2020, our sponsors agreed to cancel an aggregate of 1,437,500 founder shares, resulting in our initial shareholders holding an aggregate of 2,875,000 founder shares. Our sponsors thereafter transferred certain shares to our independent directors for the same price paid for such shares. Up to 375,000 founder shares will be subject to forfeiture by our sponsors to the extent the underwriters’ over-allotment option is exercised in full. If the underwriters determine the size of the offering should be increased (including pursuant to Rule 462(b) under the Securities Act) or decreased, a share dividend or a contribution back to capital, as applicable, would be effectuated in order to maintain our initial shareholders’ ownership at a percentage of the number of shares to be sold in this offering. Subject to certain limited exceptions, our initial shareholders have agreed not to transfer, assign or sell their founder shares until six months after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Our sponsors have committed to purchase an aggregate of 5,800,000 private warrants (or up to 6,000,000 private warrants if the underwriters’ over-allotment option is exercised in full) at a price of $0.75 per warrant in a private placement that will occur simultaneously with the closing of this offering. Our sponsors have agreed not to transfer, assign or sell any of the private warrants and underlying ordinary shares until after the completion of our initial business combination. We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Other than reimbursement of any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to our sponsors, officers or directors, or to any of their respective affiliates, prior to or with respect to our initial business combination (regardless of the type of transaction that it is). Our independent directors will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will be responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties. As of the date of this prospectus, an affiliate of our sponsors have advanced to us an aggregate of $125,000 to cover expenses related to this offering. These advances are non-interest bearing and will be payable on the earlier of (i) December 31, 2020, (ii) the consummation of this offering or (iii) the abandonment of this offering. If the offering is consummated, the loans will be repaid out of the proceeds of this offering not being placed in trust. In addition, in order to finance transaction costs in connection with an intended initial business combination, our initial shareholders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required. Such loans would be evidenced by promissory notes. In the event that we are unable to consummate an initial business combination, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. If we consummate an initial business combination, the notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of our business combination into additional private warrants at a price of $0.75 per warrant (which, for example, would result in the holders being issued warrants to purchase an aggregate of 2,000,000 shares if the full amount of notes are issued and converted). 86 Table of Contents 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 our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. All ongoing and future transactions between us and any member of our management team or his or her respective affiliates will be on terms believed by us at that time, based upon other similar arrangements known to us, to be no less favorable to us than are available from unaffiliated third parties. It is our intention to obtain estimates from unaffiliated third parties for similar goods or services to ascertain whether such transactions with affiliates are on terms that are no less favorable to us than are otherwise available from such unaffiliated third parties. If a transaction with an affiliated third party were found to be on terms less favorable to us than with an unaffiliated third party, we would not engage in such transaction. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our initial shareholders, officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our initial shareholders, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company (or shareholders) from a financial point of view. We have entered into a registration rights agreement with respect to the founder shares and private warrants, among other securities, which is described under the heading “Principal Shareholders — Registration Rights.” 87 Table of Contents DESCRIPTION OF SECURITIES As of the date of this prospectus, we will be authorized to issue 200,000,000 ordinary shares, par value $0.0001, and 1,000,000 preference shares, par value $0.0001. As of the date of this prospectus, 2,875,000 ordinary shares ae outstanding. No preference shares are currently outstanding. The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated memorandum and articles of association and the form of warrant agreement, which are filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of Cayman Islands law. Units Each unit consists of one ordinary share and one-half of one warrant. Each whole warrant entitles the holder to purchase one ordinary share exercisable at $11.50 per share, subject to adjustment as described in this prospectus. In no event will the ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering and the sale of the private warrants. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this offering, which is anticipated to take place three business days after the date of this prospectus. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option. Ordinary Shares As of the date of this prospectus, there were 2,875,000 ordinary shares outstanding, all of which were held of record by our initial shareholders. This includes an aggregate of 375,000 ordinary shares subject to forfeiture by our sponsors to the extent that the underwriters’ over-allotment option is not exercised in full so that our initial shareholders wil

Holder Stats

1 0
% of Shares Held by All Insider 4.64%
% of Shares Held by Institutions 82.76%
% of Float Held by Institutions 86.78%
Number of Institutions Holding Shares 31

Mutual Fund Holders

Holder Shares Date Reported Value % Out
RiverNorth Opportunities Fd 70218 2021-07-30 699371 0.3
Fidelity NASDAQ Composite Index Fund 10324 2021-09-29 103240 0.04
First Tr Exchange Traded Fd-First Trust Multi-Strategy Fd 7416 2021-06-29 73566 0.03

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-22 Seaport Global Asset Management LLC 2,700 $27,000 0.1% -27.0% 0.009%
2021-11-16 Citadel Advisors LLC 121,351 $1,210,000 0.0% -7.8% 0.413%
2021-11-16 CNH Partners LLC 130,968 $1,310,000 0.0% +26.0% 0.445%
2021-11-15 Rivernorth Capital Management LLC 249,998 $2,500,000 0.1% 0 0.850%
2021-11-15 Glazer Capital LLC 2,786 $28,000 0.0% 0 0.009%
2021-11-15 Context Advisory LLC 54,398 $540,000 0.1% 0 0.185%
2021-11-12 Wolverine Asset Management LLC 55,156 $550,000 0.0% +98.8% 0.188%
2021-10-28 Mizuho Securities USA LLC 650,000 $6,440,000 0.7% -2.4% 2.211%
2021-08-17 Millennium Management LLC 31,342 $310,000 0.0% 0 0.182%
2021-08-17 ATW Spac Management LLC 350,000 $3,470,000 0.9% 0 2.029%
2021-08-17 Citadel Advisors LLC 131,566 $1,310,000 0.0% +2.1% 0.763%
2021-08-16 CNH Partners LLC 103,938 $1,030,000 0.0% +31.2% 0.603%
2021-08-16 LMR Partners LLP 367,050 $3,640,000 0.1% -5.8% 2.128%
2021-08-13 GABELLI & Co INVESTMENT ADVISERS INC. 140,900 $1,400,000 0.2% 0 0.817%
2021-08-13 Gabelli Funds LLC 139,100 $1,380,000 0.0% 0 0.806%
2021-08-13 Shaolin Capital Management LLC 1,260,299 $12,500,000 0.4% +2,830.2% 7.306%
2021-08-13 Yakira Capital Management Inc. 13,827 $140,000 0.0% 0 0.080%
2021-08-13 Geode Capital Management LLC 10,324 $100,000 0.0% 0 0.060%
2021-08-03 Landscape Capital Management L.L.C. 22,531 $220,000 0.0% 0 0.131%
2021-05-18 Berkley W R Corp 682,235 $6,740,000 0.8% 0 3.955%
2021-05-18 Karpus Management Inc. 886,368 $8,760,000 0.3% 0 5.138%
2021-05-18 Citadel Advisors LLC 128,867 $1,270,000 0.0% 0 0.747%
2021-05-18 Radcliffe Capital Management L.P. 450,000 $4,450,000 0.2% 0 2.609%
2021-05-17 Shaolin Capital Management LLC 43,011 $430,000 0.0% 0 0.249%
2021-05-17 Saba Capital Management L.P. 684,180 $6,760,000 0.2% 0 3.966%
2021-05-17 CNH Partners LLC 79,230 $780,000 0.0% 0 0.459%
2021-05-17 Polar Asset Management Partners Inc. 750,000 $7,410,000 0.1% 0 4.348%
2021-05-14 Periscope Capital Inc. 700,000 $6,920,000 0.3% 0 4.058%
2021-05-13 Wolverine Asset Management LLC 20,693 $200,000 0.0% 0 0.120%
2021-05-10 Basso Capital Management L.P. 199,500 $1,970,000 0.3% 0 1.157%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2021-11-10 https://www.sec.gov/Archives/edgar/data/1820190/000121390021058098/f10q0921_vickersvantage1.htm
10-Q/A AMENDMENT NO. 1 TO FORM 10-Q 2021-08-24 https://www.sec.gov/Archives/edgar/data/1820190/000121390021044577/f10q0621a1_vickersvant1.htm
10-Q 10-Q 2021-08-19 https://www.sec.gov/Archives/edgar/data/1820190/000121390021043702/f10q0621_vickersvant1.htm
NT 10-Q 2021-08-16 https://www.sec.gov/Archives/edgar/data/1820190/000121390021042939/ea145889-nt10q_vickers.htm
10-Q QUARTERLY REPORT 2021-07-23 https://www.sec.gov/Archives/edgar/data/1820190/000121390021038379/f10q0321_vickersvan1.htm
8-K CURRENT REPORT 2021-06-01 https://www.sec.gov/Archives/edgar/data/1820190/000121390021030255/ea141959-8k_vickersvan1.htm
NT 10-Q NOTIFICATION OF LATE FILING 2021-05-17 https://www.sec.gov/Archives/edgar/data/1820190/000121390021026688/ea140885-nt10q_vickers1.htm
10-K ANNUAL REPORT 2021-03-31 https://www.sec.gov/Archives/edgar/data/1820190/000121390021019230/f10k2020_vickersvan1.htm
SC 13G SC 13G 2021-03-08 https://www.sec.gov/Archives/edgar/data/1820190/000110465921033315/tm219020d2_sc13g.htm
8-K CURRENT REPORT 2021-01-15 https://www.sec.gov/Archives/edgar/data/1820190/000121390021002524/ea133154-8k_vickersvan1.htm
SC 13G SC 13G 2021-01-14 https://www.sec.gov/Archives/edgar/data/1820190/000110465921004119/tm212999d1_sc13g.htm
8-K CURRENT REPORT 2021-01-11 https://www.sec.gov/Archives/edgar/data/1820190/000121390021001411/ea133037-8k_vickers1.htm
424B4 PROSPECTUS 2021-01-08 https://www.sec.gov/Archives/edgar/data/1820190/000121390021001154/f424b4012021_vickers.htm
EFFECT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/999999999521000045/xslEFFECTX01/primary_doc.xml
3 PRIMARY DOCUMENT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000109489121000018/xslF345X02/edgar.xml
3 PRIMARY DOCUMENT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000109489121000016/xslF345X02/edgar.xml
S-1MEF REGISTRATION STATEMENT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000121390021000770/ea132724-s1mef_vickers1.htm
3 PRIMARY DOCUMENT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000109489121000014/xslF345X02/edgar.xml
3 PRIMARY DOCUMENT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000109489121000012/xslF345X02/edgar.xml
CERT 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000135445721000010/8A_Cert_VCKA.pdf
8-A12B REGISTRATION OF CERTAIN CLASSES OF SECURITIES 2021-01-06 https://www.sec.gov/Archives/edgar/data/1820190/000121390021000590/ea132712-8a12b_vickers1.htm
CORRESP 2021-01-05 https://www.sec.gov/Archives/edgar/data/1820190/000121390021000465/filename1.htm
CORRESP 2021-01-05 https://www.sec.gov/Archives/edgar/data/1820190/000121390021000341/filename1.htm
CORRESP 2020-12-28 https://www.sec.gov/Archives/edgar/data/1820190/000121390020044623/filename1.htm
S-1/A AMENDMENT NO.1 TO FORM S-1 2020-12-28 https://www.sec.gov/Archives/edgar/data/1820190/000121390020044619/ea132242-s1a1_vickers1.htm
UPLOAD 2020-12-17 https://www.sec.gov/Archives/edgar/data/1820190/000000000020012175/filename1.pdf
S-1 REGISTRATION STATEMENT 2020-12-15 https://www.sec.gov/Archives/edgar/data/1820190/000121390020042745/fs12020_vickersvantage1.htm
DRS 2020-08-19 https://www.sec.gov/Archives/edgar/data/1820190/000121390020022749/filename1.htm