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 June 9, 2026

Henry Ji
Chief Executive Officer & President
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303

 Re: Scilex Holding Company
 Registration Statement on Form S-3
 Filed June 2, 2026
 File No. 333-296430
Dear Henry Ji:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Elizabeth A. Razzano, Esq.
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CORRESP
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 CORRESP

   Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303
 June 9, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Attention: Alan Campbell 100 F Street, N.E. Washington, D.C. 20549-0406   Re: Scilex Holding Company Registration Statement on Form S-3, filed on June 2, 2026 File No. 333-296430 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Scilex Holding Company (the “ Company ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-296430) of the Company, filed with the Securities and Exchange Commission on June 2, 2026 (the “ Registration Statement ”), be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on June 11, 2026, or as soon as possible thereafter. The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely, SCILEX HOLDING COMPANY

 By:
 /s/ Henry Ji

 Henry Ji

 President and Chief Executive Officer

 cc: Jeffrey T. Hartlin (Paul Hastings LLP) Elizabeth A. Razzano (Paul Hastings LLP)

CORRESP
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 CORRESP

   Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303
 May 20, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Attention: Daniel Crawford 100 F Street, N.E. Washington, D.C. 20549-0406   Re: Scilex Holding Company Registration Statement on Form S-3, filed on April 16, 2026 File No. 333-295109 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Scilex Holding Company (the “ Company ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-295109) of the Company, filed with the Securities and Exchange Commission on April 16, 2026 (the “ Registration Statement ”), be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on May 22, 2026, or as soon as possible thereafter. The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely, SCILEX HOLDING COMPANY

 By:
 /s/ Henry Ji

 Henry Ji

 President and Chief Executive Officer

 cc: Jeffrey T. Hartlin (Paul Hastings LLP) Elizabeth A. Razzano (Paul Hastings LLP)

CORRESP
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 CORRESP

 April 30, 2026
 Mr. Franklin Wyman Ms. Angela Connell
 Division of Corporation Finance Office of Life Sciences
 U.S. Securities and Exchange Commission Washington, DC 20549
 Re: Scilex Holding Company
  Registration Statement on Form S-3
  Filed April 16, 2026
  File No. 333-295109
 Dear Mr. Wyman and Ms. Connell: On
behalf of our client, Scilex Holding Company, a Delaware corporation (the “ Company ”), we submit to the staff of the Division of Corporation Finance (the “ Staff ”) of the United States Securities and
Exchange Commission (the “ Commission ”) the Company’s response to the comments contained in the Staff’s letter, dated April 24, 2026 (the “ Comment Letter ”), with respect to the
above-referenced Registration Statement on Form S-3 initially filed with the Commission on April 16, 2026 (File No. 333-295109) (the “ Registration Statement ”).
 For ease of reference, each of comment number 1 and comment number 2 contained in the Comment Letter is printed below in bold and is followed
by the Company’s response. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in the Registration Statement.
 Registration Statement on Form S-3 filed April 16, 2026
 Important Information Incorporated by Reference, page 44
 1. Your Form 10-K for the fiscal year ended December 31, 2025, which has been forward incorporated by reference
into your registration statement, reflects the acquisition of Vivasor Holding Company on December 5, 2025. Based on the purchase consideration transferred, this acquisition would appear to exceed the significance thresholds set forth in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have complied with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition. Response:
 The Company respectfully acknowledges the Staff’s comment and advises the Staff that it reviewed the requirements of Rule 3-05 of Regulation S-X and Item 2.01 of Form 8-K in connection with its evaluation of whether the acquisition of certain equity
interests in Vivasor Holding Company (“ Vivasor ” and such interests, the “ Vivasor Equity ”) meets any of the significance thresholds set forth in Rule 1-02(w)
of Regulation S-X and whether such acquisition constitutes a significant amount of assets under Item 2.01 of Form 8-K and has determined that in each case it complies
with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition of the Vivasor
Equity. With respect to the requirements of Rule 3-05 of Regulation S-X and the significance tests of Rule 1-02(w) of Regulation S-X, the Company compared (i) the Company’s
proportionate share of the Vivasor’s consolidated total assets (after intercompany eliminations) (“ Asset Test ”); (ii) the Company’s investment in Vivasor compared to the Company’s worldwide
market value of its voting and non-voting

common equity (“ Investment Test ”); and (iii) for the (y) revenue component of this test, the Company’s proportionate share of Vivasor’s revenue
with the Company’s revenue and (z) income component, the absolute values of (a) the Company’s proportionate share of Vivasor’s income or loss from continuing operations before income taxes (after intercompany
eliminations) attributable to the controlling interest (pretax income or loss from continuing operations) with (b) the Company’s pretax income or loss from continuing operations (“ Income Test ”), in each case,
based on a comparison between the Company’s consolidated most recent annual audited financial statements and Vivasor’s most recent financial statements (i.e., for the fiscal year ended December 31, 2024).
 The Company’s significance calculations under Rule 1-02(w) of Regulation S-X are as follows:

 Asset Test

 Total
assets of Vivasor (proportionate share of 31%)

  $
 13,644,000

 14.7
 %

 Consolidated total assets of the Company

  $
 92,953,000

 Investment Test

 Investment in Vivasor

  $
 9,000,000

 5.03
 %

 Aggregate Worldwide Market Value 1 of the Company’s Voting and Nonvoting
Common Equity 

  $
 179,074,000

 Income Test

  Income Component

 The Company’s Proportionate Share of 31% of Vivasor’s Income or Loss Before Taxes

 -$
 16,995,000

 23.3
 %

 The Company’s Pretax Income or Loss from Continuing Operations

 -$
 72,808,000

  Revenue Component 

 The Company’s Proportionate Share of 31% of Vivasor’s Revenue

  $
 2,676,000

 4.7
 %

 The Company’s Revenue

  $
 56,590,000

 (1)
 When determining the aggregate worldwide market value of the Company’s voting and non-voting common equity, the Company used the average of such aggregate worldwide market value calculated daily for the last five trading days of the Company’s most recently completed month ending prior to
the earlier of the Company’s announcement date or agreement date of the acquisition of the Vivasor Entity. The
results under the foregoing significance tests did not exceed the thresholds that would require disclosure of additional financial information under Rule 3-05 of Regulation
 S-X (noting that, with respect to the Income Test, both the income and the revenue components must exceed the 20% threshold in order to reach a determination that the acquiree’s financial
statements are required). Since none of these tests exceeds the 20% threshold, the Company was not required to present separate audited financial statements of Vivasor in connection with the acquisition.
 With respect to Item 2.01 of Form 8-K, the Company considered whether the acquisition of the Vivasor
Equity was an acquisition of a “significant amount of assets” thereunder. Such acquisition would have been deemed to involve a significant amount of assets: (i) if the Company’s and its other subsidiaries’ equity in the
net book value of such assets or the amount paid or received for the assets upon such acquisition or disposition exceeded 10% of the total assets of the Company and its consolidated subsidiaries; (ii) if it involved a business that is
significant; or (iii) in the case of a business development company (which is not applicable here), if the amount paid for such assets exceeded 10% of the value of the total investments of the Company and its consolidated subsidiaries.
 The Company paid $9.0 million for the Vivasor Equity and the Company’s total assets at the time of such acquisition were
$93.0 million. As such, the amount paid by the Company for the Vivasor Equity did not exceed 10% of the total assets of the Company and its consolidated subsidiaries. In addition, regarding whether the Vivasor Equity was a transaction
involving a “business” that is significant, the Company does not believe that the acquisition of a non-controlling equity interest in Vivasor is an acquisition of a “business” and
further notes that even if it were, such acquisition is not “significant” under any of the tests required under Rule 1-02(w) of Regulation S-X as set forth
above. As a result, the Company determined that it was not required to disclose information regarding the Vivasor acquisition under Item 2.01 of Form 8-K.

 Exhibits
 2. Please tell us why you have not publicly filed your December 5, 2025 Share Transfer Agreement with Vivasor. For reference, please refer to Item
601(b)(2) and (b)(10) of Regulation S-K. Response:
 The Company also respectfully advises the Staff that it has reviewed the requirements of Item 601(b)(2) and (b)(10) of Regulation S-K and has determined that the Share Transfer Agreement, dated December 5, 2025, between the Company and Vivasor is not a material plan of acquisition under Item 601(b)(2) of Regulation S-K or a material contract under Item 601(b)(10) of Regulation S-K. With respect to the Company’s analysis of materiality, the Company considered quantitative and
qualitative factors including the quantitative factors described above in the Company’s response to Comment 1.

 If you have any questions regarding our responses, please contact me at (650) 320-1895.

 Sincerely,

 /s/ Elizabeth Razzano, Esq.

 Elizabeth Razzano, Esq.
 cc: Henry Ji, Ph.D.

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 April 24, 2026

Henry Ji, Ph.D.
Chief Executive Officer & President
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303

 Re: Scilex Holding Company
 Registration Statement on From S-3
 Filed April 16, 2026
 File No. 333-295109
Dear Henry Ji Ph.D.:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed April 16, 2025
Important Information Incorporated by Reference, page 44

1. Your Form 10-K for the fiscal year ended December 31, 2025, which has
been forward
 incorporated by reference into your registration statement, reflects the
acquisition of
 Vivasor Holding Company on December 5, 2025. Based on the purchase
consideration
 transferred, this acquisition would appear to exceed the significance
thresholds set forth
 in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have
complied with
 the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation
S-X as it relates
 to this acquisition.
Exhibits

2. Please tell us why you have not publicly filed your December 5, 2025
Share Transfer
 Agreement with Vivasor. For reference, please refer to Item 601(b)(2)
and (b)(10) of
 Regulation S-K.
 April 24, 2026
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Franklin Wyman at 202-551-3660 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Elizabeth Razzano, Esq.
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 February 20, 2026

Henry Ji, Ph.D.
Chief Executive Officer & President
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303

 Re: Scilex Holding Company
 Draft Registration Statement on From S-3
 Submitted February 13, 2026
 CIK No. 0001820190
Dear Henry Ji Ph.D.:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Elizabeth Razzano, Esq.
</TEXT>
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CORRESP
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 CORRESP

 Scilex Holding Company
 960 San Antonio Road Palo Alto, CA
94303 December 23, 2025 VIA EDGAR
 United States Securities and Exchange Commission Division of
Corporation Finance Attention: Office of Life Sciences 100
F Street, N.E. Washington, D.C. 20549-0406

 Re:
 Scilex Holding Company
 Registration Statement on Form S-1, filed on December 16, 2025
 File No. 333-292157
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “ Company ”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1
(File No. 333-292157) of the Company, filed with the Securities and Exchange Commission on December 16, 2025 (the “ Registration Statement ”) be accelerated so that the
Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on December 29, 2025, or as soon as possible thereafter.
 The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. It would be
appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at
jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or
Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

 SCILEX HOLDING COMPANY

 By:

 /s/ Henry Ji

 Henry Ji

 Chief Executive Officer and President

 cc:
 Jeffrey T. Hartlin (Paul Hastings LLP)
 Elizabeth A. Razzano (Paul Hastings LLP)

December 4, 2025
Stephen Ma
Chief Financial Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, California 94303
Re:Scilex Holding Company
Form 10-K for the Fiscal Year Ended December 31, 2024
Filed March 31, 2025
File No. 001-39852
Dear Stephen Ma:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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CORRESP

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY SCILEX HOLDING COMPANY UNDER 17 C.F.R. §
200.83

 Scilex Holding Company

960 San Antonio Road

Palo Alto, CA 94303

Submitted pursuant to a

Request for Confidential Treatment

Pursuant to 17 C.F.R. 200.83

August 29, 2025

 CERTAIN PORTIONS OF THIS LETTER HAVE
BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK
“[***].”

 VIA EDGAR AND SECURE FILE TRANSFER

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, NE

Washington, D.C. 20549

 Attn: Franklin Wyman, Angela Connell

Re:
 Scilex Holding Company

Form 10-K for the Fiscal Year Ended December 31, 2024

Filed March 31, 2025

Form 10-Q for the Quarterly Period Ended June 30, 2025

Filed August 13, 2025

File No. 001-39852

 Ladies and
Gentlemen:

 Scilex Holding Company, a Delaware corporation (the “Company”), files this letter in response to the comments of the staff
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) with respect to the Staff’s letter dated August 20, 2025 in reference to the above-referenced Annual Report on Form
10-K filed on March 31, 2025 ( the “Form 10-K”) and Quarterly Report on Form 10-Q filed on August 13, 2025 (the “Form 10-Q”).

For ease of reference, each of the Staff’s comments are reproduced below in bold and italics, followed in each case by the Company’s response.

 Form 10-K for the Fiscal Year Ended December 31, 2024

Notes to Consolidated Financial Statements

1. Nature of Operations and Basis of Presentation Revenue Recognition, page F-14

1.
 Please describe and quantify key factors underlying the significant increase in the accrued rebates and
fees liability to $162.5 million as of December 31, 2024, as well as corresponding adjustments to gross revenue for each period presented. Revise your disclosure accordingly.

Response: The Company respectfully acknowledges the Staff’s comment and will revise future
disclosures accordingly to describe and quantify key factors underlying significant changes in accrued rebates and fees liability, as well as corresponding adjustments to gross revenues. Set forth below is an illustrative example of the updated
disclosure, with the new disclosure added in blue and underlined text.

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY SCILEX HOLDING COMPANY UNDER 17 C.F.R. §
200.83

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA 94303

Revenue Recognition

The Company’s revenue is generated from product sales within the United States. The Company does not incur significant direct costs to
obtain contracts with its customers.

 Revenue from product sales is comprised of sales of ZTlido, ELYXYB and GLOPERBA. The Company’s
performance obligation with respect to sales of ZTlido, ELYXYB and GLOPERBA is satisfied at a point-in-time, when control is transferred upon delivery of product to the customer. The Company considers control to have transferred upon delivery
because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the Company has a present right to payment
at that time. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of December 31, 2024 and 2023 were not material.

 Revenues from product sales are recorded net of reserves established for commercial and government rebates, fees and chargebacks,
wholesaler and distributor fees, sales returns, special marketing programs and prompt payment discounts. Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon
provisions included in the Company’s customer contract, customary industry practices and current government regulations.

 Deductions from Revenues

The
Company’s gross product revenues are subject to a variety of deductions, which generally are estimated and recorded in the same period that the revenues are recognized. Such variable consideration represents chargebacks, rebates, sales
allowances and sales returns. These deductions represent estimates of the related obligations and, as such, knowledge and judgment are required when estimating the impact of these product revenue deductions on net sales for a reporting
period.

 Rebates and Chargebacks

Rebates are discounts which the Company pays under either government or private health care programs. Government rebate programs include state
Medicaid drug rebate programs, the Medicare coverage gap discount programs and the Tricare programs. Commercial rebate and fee programs relate to contractual agreements with commercial healthcare providers, under which the Company pays rebates and
fees for access to and position on that provider’s patient drug formulary. Rebates and chargebacks paid under government programs are generally mandated under law, whereas private rebates and fees are generally contractually negotiated by the
Company with commercial healthcare providers. Both types of rebates vary over time. The Company records a reduction to gross product sales at the time the customer takes title to the product based on estimates of expected rebate claims. The Company
monitors the sales trends and adjusts for these rebates on a regular basis to reflect the most recent rebate experience and contractual obligations. Reserves for rebates and chargebacks are separately presented as accrued rebates and fees under
current liabilities within the Company’s consolidated balance sheets.

 Prompt Payment Discounts

The Company provides its customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product
transferred, in the case that payments are made within a defined period. The prompt payment discount reserve is based on actual gross sales and contractual discount rates. Reserves for prompt payment discounts are included in accounts receivable,
net on the consolidated balance sheets.

 [*] Certain confidential
information in this letter, marked by brackets, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. §200.83.

 3

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY SCILEX HOLDING COMPANY UNDER 17 C.F.R. §
200.83

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA 94303

 Service Fees

The Company compensates its customer and others in the distribution chain for wholesaler and distribution services. The Company has determined
such services received to date are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction of revenue. Service fees are presented as accrued rebates and fees under
current liabilities within the Company’s consolidated balance sheets.

 Product Returns

The Company is obligated to accept the return of products sold that are expiring within six months, damaged or do not meet certain
specifications. The Company may authorize the return of products sold in accordance with the term of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company estimates the amount of its product sales that may
be returned by its customer and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Product returns are presented as accrued rebates and fees under current liabilities within the Company’s
consolidated balance sheets.

The allowance
for product returns is determined based on historical return rates, product shelf life, and inventory levels within the distribution channel. This estimated rate is applied to gross sales to accrue the sales allowance. Discounts, typically 2% of
sales, are offered to wholesalers for prompt payment. Upon receipt of actual product returns, the Company updates its balances accordingly, while continuing to refine its estimates based on historical trends.

 Co-Payment Assistance

Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive co- payment assistance. The Company
accrues for co-payment assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators. Co-payment assistance is presented as accrued rebates and fees under current liabilities
within the Company’s consolidated balance sheets.

Gross-to-Net
Revenue Adjustments

 Gross revenue is directly impacted by the Company’s gross-to-net revenue adjustments for sales rebates, discounts,
coupons, fees, returns, and chargebacks.

 For the year ended December 31, 2024, gross revenue was $167.4 million while net revenue was $56.6 million. The
gross-to-net revenue adjustment of approximately $110.8 million was primarily attributable to the following:

•
 $77.4 million for sales
rebates.

•
 $16.7 million for service
fees.

•
 $9.7 million of estimated sales
returns, discounts, co-payment assistance, and coupons.

•
 $7.0 million for
chargebacks.

 [*] Certain confidential
information in this letter, marked by brackets, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. §200.83.

 4

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY SCILEX HOLDING COMPANY UNDER 17 C.F.R. §
200.83

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA 94303

The
Company’s accruals for Medicare, Medicaid and related state program and contractual rebates, chargebacks, sales allowances and sales returns and cash discounts are as follows:

As of December 31,

in
millions

2024

2023

 Other current
liabilities:

 Accrued
rebates

$
152.9

$
81.7

 Other accruals and
fees

9.6

8.0

 Total accrued
rebates, other related sales accruals and fees

$
162.5

$
89.7

As of
December 31, 2024, the Company’s accrued rebates and fees liability was $162.5 million, compared to $89.7 million as of December 31, 2023. The increase of approximately $72.8 million year-over-year was mainly due to the fact that the
Company made only limited disbursements to counterparties during 2024 as its focus was to deploy its cash resources to repay Company debt. The rebates balance of $152.9 million primarily consists of government disbursements (Medicare and Medicaid)
and commercial insurance disbursements. The other accrual balance of $9.6 million consists of service fees, returns, and coupons. Year-over-year the accrued rebates balance increased by approximately $71.2 million while the other accrual and fees
balance increased by approximately $1.6 million.

 2. Liquidity and Going Concern, page
F-17

2.
 Please provide us with an analysis supporting your accounting for the FSF Commitment Side Letter and
related Satisfaction Agreement. As part of this analysis, please provide us with illustrative journal entries depicting your accounting for the following:

•

 Receipt of FSF Deposit from FSF Lender

•

 Issuance of warrants to FSF Lender

•

 Satisfaction of Deposit via delivery of product to Endeavor

Response: In response to the Staff’s comment, the Company has set forth below the background for each of the FSF Commitment Side Letter
and related Satisfaction Agreement and the Company’s analysis of its accounting for such agreements.

 FSF Commitment Side Letter

As disclosed in the Form 10-K, on June 11, 2024, the Company entered into that certain Commitment Side Letter (the “FSF Commitment Side
Letter”) with FSF 33433 LLC (“FSF Lender”), pursuant to which FSF Lender committed to provide the Company a loan (the “FSF Loan”) in the aggregate amount of $100.0 million (the “Commitment Amount”).

Under the FSF Commitment Letter, the Company and FSF Lender would enter into definitive documents with respect to the FSF Loan on terms to be mutually agreed
in good faith. Subject to the execution of such definitive documents, the Commitment Amount was payable as follows: (i) $85.0 million no later than the date that is 70 days following the date on which the Company received the FSF Deposit (the
“Outside Date” and the funding of the initial $85 million, the “Initial Closing”) and (ii) the remaining $15.0 million within 60 days following the Initial Closing. Pursuant to the Commitment Letter, FSF Lender was
required to provide the Company a non-refundable deposit in immediately available funds in the aggregate principal amount of $10.0 million with such deposit creditable towards the $85.0 million required to be funded by FSF Lender on the Initial
Closing (the “FSF Deposit” and the date on which such funds are fully received, the “Deposit Date”). On the Deposit Date, the Company would be obligated to issue a warrant to purchase up to an aggregate of 3,250,000 shares of
common stock (the “Deposit Warrant”), with an exercise price of $1.20 per share.

 On June 18, 2024, the Company received the FSF Deposit
and issued the Deposit Warrant to FSF Lender. The Deposit Warrant was immediately exercisable upon issuance and expires five years from the date of issuance.

 [*] Certain confidential
information in this letter, marked by brackets, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. §200.83.

 5

 FOIA CONFIDENTIAL TREATMENT REQUESTED BY SCILEX HOLDING COMPANY UNDER 17 C.F.R. §
200.83

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA 94303

 Since the Initial Closing did not occur on or prior to the Outside Date, the FSF Deposit automatically
converted into an unsecured loan on the first day after the Outside Date in accordance with the terms of the FSF Commitment Side Letter. The unsecured loan had a maturity date of five years after the date of the Unsecured Promissory Note, and was
prepayable without premium or penalty.

 Accounting Treatment for FSF Commitment Side Letter and Illustrative Journal Entries

The Company determined that the FSF Deposit of $10.0 million substantively represented a loan arrangement, since as of the FSF Commitment Date, the Company was
required to repay this amount on the Outside date, even if the definitive documents with the FSF Lender were not executed, in which case the FSF Deposit was convertible into an unsecured loan with a five-year maturity. The remaining commitment of up
to $90.0 million was contingent upon the execution of definitive documents and was not deemed outstanding as of the date of the FSF Commitment Letter.

 On
June 11, 2024, upon the initial receipt of the FSF Deposit, the Company recorded the following entries (in thousands):

 Dr. Cash and Cash Equivalents

$
10,000

 Cr. FSF Deposit Liability

$
10,000

 The terms of the FSF Commitment letter included complex features within the FSF Deposit that could require separate accounting
if the Company were to account for this financial instrument under the amortized cost model. Under the fair value option, no separate accounting is required for these features, as they are measured as part of the combined financial instrument.
Accordingly, the Company elected to account for the FSF Deposit using the fair value option, with changes in the fair value reflected in the consolidated statements of operations and comprehensive loss.

The Deposit Warrant was determined to be embedded within the FSF Deposit since these instruments were not legally detachable. Specifically, as of the issuance
date, the Deposit Warrant could not be transferred apart from the FSF Deposit without the Company’s prior written consent. As such, the Deposit Warrant and the FSF Deposit initially were determined to be a single unit of account for the fair
value measurement within the FSF Deposit liability. The combined instrument, including the

August 20, 2025
Stephen Ma
Chief Financial Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, California 94303
Re:Scilex Holding Company
Form 10-K for the Fiscal Year Ended December 31, 2024
Filed March 31, 2025
Form 10-Q for the Quarterly Period Ended June 30, 2025
Filed August 13, 2025
File No. 001-39852
Dear Stephen Ma:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
1. Nature of Operations and Basis of Presentation
Revenue Recognition, page F-14
1.Please describe and quantify key factors underlying the significant increase in the
accrued rebates and fees liability to $162.5 million as of December 31, 2024, as well
as corresponding adjustments to gross revenue for each period presented. Revise your
disclosure accordingly.
2. Liquidity and Going Concern, page F-17
Please provide us with an analysis supporting your accounting for the FSF
Commitment Side Letter and related Satisfaction Agreement.  As part of this analysis,
please provide us with illustrative journal entries depicting your accounting for the 2.

August 20, 2025
Page 2
following:
•Receipt of FSF Deposit from FSF Lender
•Issuance of warrants to FSF Lender
•Satisfaction of Deposit via delivery of product to Endeavor
8. Junior DIP Facility and Sorrento Stock Purchase Agreement
Series A Preferred Stock, page F-35
3.Your repurchase of all outstanding Series A Preferred Stock under the Sorrento SPA
was "treated as a redemption of shares and viewed as a deemed dividend," whereby
you "derecognized the carrying value of the Series A Preferred Stock with any excess
amount allocated as a reduction of additional paid in capital." Please demonstrate how
this accounting treatment was presented in the consolidated statements of
stockholders' equity (deficit) and refer us to the technical guidance upon which you
relied. In addition, explain the basis for your statement that these preferred shares are
being held as collateral for the Oramed Note and refer us to the legal document
supporting this assertion. Revise your disclosure accordingly.
11. Commitments and Contingencies
Litigation, page F-44
4.Please explain how legal settlement gains of $9.4 million reported in the consolidated
statement of operations and comprehensive loss related to settlement
agreements completed in 2024. Revise your disclosure accordingly.
Form 10-Q for the Quarterly Period Ended June 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Six Months Ended June 30, 2025 and 2024, page 51
5.Please revise your future filings to describe any known trends or uncertainties that
have had or that are reasonably likely to have a material favorable or unfavorable
impact on your net revenues or income from continuing operations.  In this regard, we
note that net revenues for each of your products significantly decreased during the six
months ended June 30, 2025.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

July 23, 2024
Jaisim Shah
Chief Executive Officer & President
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Company
Registration Statement on Form S-3
Filed July 18, 2024
File No. 333-280882
Dear Jaisim Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Elizabeth A. Razzano, Esq.

CORRESP
1
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CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 July 23, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-3, filed on July 18, 2024

File No. 333-280882

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-280882) of the Company, filed with the Securities and Exchange Commission on July 18, 2024 (the “Registration Statement”), be accelerated so that the Registration Statement
shall become effective at 4:00 p.m. (Eastern Time) on July 25, 2024, or as soon as possible thereafter.

 The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey
T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650)
320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Sincerely,

SCILEX HOLDING COMPANY

By:

 /s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 January 9, 2024

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-3, filed on December 22, 2023, as amended

File No. 333-276245

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Scilex Holding Company (the
“Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-276245) of the
Company, filed with the Securities and Exchange Commission on December 22, 2023, as amended (the “Registration Statement”), be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern
Time) on January 11, 2024, or as soon as possible thereafter.

 The Company hereby confirms that it is aware of its
responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside
counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

SCILEX HOLDING COMPANY

By:

 /s/ Jaisim Shah

 Jaisim Shah

 President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

CORRESP
1
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CORRESP

 January 8, 2024

Mr. Jimmy McNamara

 Mr. Jason Drory

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Scilex Holding Company

Registration Statement on Form S-3

File No. 333-276245

Filed December 22, 2023

CIK No. 0001820190

 Dear
Mr. McNamara and Mr. Drory:

 On behalf of our client, Scilex Holding Company, a Delaware corporation (the
“Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) the
Company’s response to the comments contained in the Staff’s letter, dated January 5, 2024 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-3 filed on December 22, 2023 (File No. 333-276245) (the “Registration Statement”).

Concurrent herewith, the Company has filed via EDGAR its Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which reflects the Company’s responses to the comments received from the Staff.

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
All page references in the responses set forth below refer to the page numbers in Amendment No. 1. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment No. 1.

Registration Statement on Form S-3

Description of Capital Stock

 Our Preferred Stock,
page 11

1.
 With respect to the Stock Purchase Agreement entered into on September 21, 2023, please disclose that
you repurchased all of the shares of Scilex preferred stock owned by Sorrento.

 Response: The
Company respectfully acknowledges the Staff’s comment and has revised Amendment No. 1 at page 11 to disclose that all of the 29,057,097 shares of the Series A Preferred Stock were repurchased from Sorrento pursuant to the terms of the
Stock Purchase Agreement.

 Item 16. Exhibits, page II-2

2.
 Please file all material exhibits pursuant to Item 601(b)(10) of Regulation
S-K. For example, we note that you have incurred significant debt in connection with Sorrento’s bankruptcy, including a $101,875,000 Note with Oramed Pharmaceuticals. Alternatively, please provide an
analysis supporting your determination that such filing is not required.

 Response: The Company
respectfully acknowledges the Staff’s comment and has revised pages II-2 through II-10 of Amendment No. 1 to include all material exhibits pursuant to Item 601(b)(10) of Regulation S-K, including the
Senior Secured Promissory Note issued to Oramed Pharmaceuticals Inc. on September 21, 2023.

 *************************

Thank you for your review of the filing. Please contact me if you have any further comments or need additional information with respect to the
filing.

 Sincerely,

 /s/ Elizabeth A. Razzano

Paul Hastings LLP

cc:
 Jaisim Shah, Scilex Holding Company

Jeffrey T. Hartlin, Paul Hastings LLP

United States securities and exchange commission logo
January 5, 2024
Jaisim Shah
Chief Executive Officer
Scilex Holding Co
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Co
Registration Statement on Form S-3
Filed December 22, 2023
File No. 333-276245
Dear Jaisim Shah:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Description of Capital Stock
Our Preferred Stock, page 11
1.With respect to the Stock Purchase Agreement entered into on September 21, 2023, please
disclose that you repurchased all of the shares of Scilex preferred stock owned by
Sorrento.
Item 16. Exhibits, page II-2
2.Please file all material exhibits pursuant to Item 601(b)(10) of Regulation S-K. For
example, we note that you have incurred significant debt in connection with Sorrento’s
bankruptcy, including a $101,875,000 Note with Oramed Pharmaceuticals. Alternatively,
please provide an analysis supporting your determination that such filing is not required.

 FirstName LastNameJaisim Shah
 Comapany NameScilex Holding Co
 January 5, 2024 Page 2
 FirstName LastName
Jaisim Shah
Scilex Holding Co
January 5, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jimmy (CF) McNamara at 202-551-7349 or Jason Drory at 202-551-8342
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Razzano

CORRESP
1
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CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 November 20, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-1, filed on October 20, 2023

File No. 333-275117

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-275117) of the Company, filed with the Securities and Exchange Commission on October 20, 2023 (the “Registration Statement”) be accelerated so that the Registration
Statement shall become effective at 5:00 p.m. (Eastern Time) on November 22, 2023, or as soon as possible thereafter.

 The Company
hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration
Statement.

 It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside
counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Sincerely,

SCILEX HOLDING COMPANY

By:

/s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

CORRESP
1
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CORRESP

 November 6, 2023 

Mr. Jimmy McNamara

 Mr. Jason Drory

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Scilex Holding Company

Registration Statement on Form S-1

File No. 333-275117

Filed October 20, 2023

CIK No. 0001820190

 Dear
Mr. McNamara and Mr. Drory:

 On behalf of our client, Scilex Holding Company, a Delaware corporation (the
“Company”), we submit to the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) the
Company’s response to the comments contained in the Staff’s letter, dated November 3, 2023 (the “Comment Letter”), with respect to the above-referenced Registration Statement on Form S-1 filed on October 20, 2023 (File No. 333-275117) (the “Registration Statement”).

Concurrent herewith, the Company has filed via EDGAR its Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which reflects the Company’s responses to the comments received from the Staff and certain other updated information.

For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response.
All page references in the responses set forth below refer to the page numbers in Amendment No. 1. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment No. 1.

Registration Statement on Form S-1 filed October 20, 2023

Cover Page

1.
 In relation to the 13,000,000 shares of common stock issuable upon exercise of the warrants issued to Oramed
Pharmaceuticals Inc. in the September 21, 2023, private placement, please tell us your basis for registering the offering of these shares on a primary basis. In this regard, we note that these shares and warrants were issued pursuant to the
exemptions provided in Section 4(a)(2) of the Securities Act, and it appears that the warrants may be exercisable within one year. Please consider the rationale set out in Securities Act Sections C&DI Questions 139.08, 239.15, and 103.04.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
Amendment No. 1 on the cover page of the prospectus and at pages iv and 15 to remove the primary issuance of the 13,000,000 shares of Common Stock issuable upon exercise of the Penny Warrants issued in the September 21, 2023 private
placement.

 November 6, 2023

 Page 2

 Recent Developments

September 2023 Preliminary Unaudited Financial Results, page 4

2.
 We note your disclosure of preliminary sales amounts for the period ending September 30, 2023. It
appears this disclosure in isolation may provide an incomplete picture of your financial results. Please provide context for the preliminary results by also disclosing net loss estimates or other line items for the same period.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
Amendment No. 1 at pages 4 and 105 to remove the September 2023 preliminary unaudited financial results.

*************************

 Thank
you for your review of the filing. Please contact me if you have any further comments or need additional information with respect to the filing.

Sincerely,

 /s/ Elizabeth A. Razzano

Paul Hastings LLP

cc:
 Jaisim Shah, Scilex Holding Company

Jeffrey T. Hartlin, Paul Hastings LLP

United States securities and exchange commission logo
November 3, 2023
Jaisim Shah
Chief Executive Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Company
Registration Statement on Form S-1
Filed October 20, 2023
File No. 333-275117
Dear Jaisim Shah:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 20, 2023
Cover Page
1.In relation to the 13,000,000 shares of common stock issuable upon exercise of the
warrants issued to Oramed Pharmaceuticals Inc. in the September 21, 2023, private
placement, please tell us your basis for registering the offering of these shares on a
primary basis. In this regard, we note that these shares and warrants were issued pursuant
to the exemptions provided in Section 4(a)(2) of the Securities Act, and it appears that the
warrants may be exercisable within one year. Please consider the rationale set out in
Securities Act Sections C&DI Questions 139.08, 239.15, and 103.04.
Recent Developments
September 2023 Preliminary Unaudited Financial Results, page 4
2.We note your disclosure of preliminary sales amounts for the period ending September 30,
2023. It appears this disclosure in isolation may provide an incomplete picture of your

 FirstName LastNameJaisim Shah
 Comapany NameScilex Holding Company
 November 3, 2023 Page 2
 FirstName LastName
Jaisim Shah
Scilex Holding Company
November 3, 2023
Page 2
financial results. Please provide context for the preliminary results by also disclosing net
loss estimates or other line items for the same period.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jimmy McNamara at 202-551-7349 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Razzano

CORRESP
1
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CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 April 17, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-1, Filed on April 10, 2023

File No. 333-271204

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-271204) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission on April 10, 2023 be accelerated so that the Registration Statement
shall become effective at 4:00 p.m. (Eastern Time) on April 19, 2023, or as soon as possible thereafter.

 The Company hereby confirms
that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey
T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650)
320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

SCILEX HOLDING COMPANY

By:

 /s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
April 17, 2023
Jaisim Shah
Chief Executive Officer & President
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Company
Registration Statement on Form S-1
Filed April 10, 2023
File No. 333-271204
Dear Jaisim Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeff Hartlin, Esq.

United States securities and exchange commission logo
January 18, 2023
Jaisim Shah
Chief Executive Officer
Scilex Holding Co
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Co
Registration Statement on Form S-1
Filed January 12, 2023
File No. 333-269205
Dear Jaisim Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Razzano

CORRESP
1
filename1.htm

CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 January 18, 2023

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

    Re:    Scilex Holding Company

 Registration Statement on Form S-1, Filed on January 12, 2023

 File No. 333-269205

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-269205) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission on January 12, 2023 be
accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on January 20, 2023, or as soon as possible thereafter.

The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be
appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by
email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes
Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

Sincerely,

SCILEX HOLDING COMPANY

By:

/s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

CORRESP
1
filename1.htm

CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 December 22, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-1, filed on November 30, 2022, as amended

File No. 333-268603

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-268603) of the Company, filed with the Securities and Exchange Commission on November 30, 2022, as amended (the “Registration Statement”) be accelerated so that the
Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on December 27, 2022, or as soon as possible thereafter.

The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

 It would be
appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at
jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or
Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

SCILEX HOLDING COMPANY

By:

 /s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

CORRESP
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CORRESP

 December 19, 2022

Mr. Tyler Howes

 Mr. Alan Campbell

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Life Sciences

 100 F Street, N.E.

Washington, D.C. 20549

Re:

 Scilex Holding Company

 Registration
Statement on Form S-1

 Filed November 30, 2022

File No. 333-268603

 Messrs. Howes and Campbell:

This letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) to Mr. Jaisim Shah, President and Chief Executive Officer of Scilex Holding Company, a Delaware corporation (“Scilex” or the “Company”), in the letter dated
December 13, 2022 (the “Staff Letter”) regarding the Company’s Registration Statement on Form S-1 filed with the Commission on November 30, 2022 (the “Registration Statement”). The
Company is also concurrently filing an amended version of the Registration Statement (the “Amended Registration Statement”).

The numbering of the paragraphs below corresponds to the numbering of the comments in the letter from the Staff. For the Staff’s
convenience, the Company has incorporated your comments into this response letter (in bold italics). Page references in the text of this response letter correspond to the page numbers in the Amended Registration Statement. Capitalized
terms used in this letter but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

Registration Statement on Form S-1 filed November 30, 2022

Cover Page

1.
 For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.

 Company Response: The Company acknowledges the Staff’s
comment and has revised the Registration Statement on the prospectus cover page and on page 74 of the Amended Registration Statement.

2.
 Disclose the exercise price of the warrants compared to the market price of the underlying security. If
the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the Prospectus Summary, Risk Factors, MD&A and Use of Proceeds sections and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 December 19, 2022

 Page 2

 Company Response: The Company acknowledges the Staff’s comment and has revised
the Registration Statement on the prospectus cover page and on pages iv, 7, 82, 85, and 117-118 of the Amended Registration Statement.

3.
 We note the significant number of redemptions of common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that some of the shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of your common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of your common stock.

Company Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover
page and on pages 73-74 of the Amended Registration Statement.

 Risk Factors, page 9

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of your common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent
of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales due to the lower
price they paid for their shares as compared to the public investors.

 Company Response: The Company
acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover page and on pages 73-74 of the Amended Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 102

5.
 We note that your projected revenues for 2022 were $73.9 million, as set forth in the unaudited
prospective financial information management prepared and provided to the Board, the company’s financial advisors and the SPAC in connection with the evaluation of the Business Combination. We also note that your actual revenues for the nine
months ended September 30, 2022 were approximately $26.1 million. It appears that you will miss your 2022 revenue projection. Please update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about
the company’s financial position and further risks to your business operations and liquidity in light of these circumstances.

Company Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement on pages 114, and
116—118 of the Amended Registration Statement.

 December 19, 2022

 Page 3

 Overview, page 102

6.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of your common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Company Response: The Company acknowledges the Staff’s comment and has revised the Registration
Statement on pages 114 and 116-118 of the Amended Registration Statement.

7.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of
a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Sorrento Therapeutics, a beneficial owner of over 90% of your
outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.

Company Response: The Company acknowledges the Staff’s comment and has revised the Registration Statement on the prospectus cover
pages and on pages 73 - 74 and 116 - 118 of the Amended Registration Statement.

 General

8.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities
being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsors or other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their
shares and warrants. Disclose that while the Sponsors may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to
differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

 Company Response: The Company acknowledges the Staff’s comment and has revised the Registration
Statement on the prospectus cover pages and on pages iv, 5, 7, 73 - 74, 82, and 85 of the Amended Registration Statement.

 ************

 Thank you for your review of the filing. Please contact me if you have any further comments or need additional information with respect to the filing.

 December 19, 2022

 Page 4

 Sincerely,

/s/ Elizabeth A. Razzano

Paul Hastings LLP

cc:

Jaisim Shah, Scilex Holding Company

Henry Ji, Ph.D., Scilex Holding Company

Jeffrey T. Hartlin, Paul Hastings LLP

United States securities and exchange commission logo
December 13, 2022
Jaisim Shah
Chief Executive Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Company
Registration Statement on Form S-1
Filed November 30, 2022
File No. 333-268603
Dear Jaisim Shah:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 30, 2022
Cover Page
1.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
2.Disclose the exercise price of the warrants compared to the market price of the underlying
security.  If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants.  Provide similar disclosure in the Prospectus
Summary, Risk Factors, MD&A and Use of Proceeds sections and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.
As applicable, describe the impact on your liquidity and update the discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.

 FirstName LastNameJaisim Shah
 Comapany NameScilex Holding Company
 December 13, 2022 Page 2
 FirstName LastNameJaisim Shah
Scilex Holding Company
December 13, 2022
Page 2
3.We note the significant number of redemptions of common stock in connection with your
business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that some of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of your common stock.  Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of your common stock.
Risk Factors, page 9
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales due to the lower price they paid for their shares
as compared to the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
102
5.We note that your projected revenues for 2022 were $73.9 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and the SPAC in connection with the evaluation
of the Business Combination.  We also note that your actual revenues for the nine months
ended September 30, 2022 were approximately $26.1 million.  It appears that you will
miss your 2022 revenue projection.  Please update your disclosure in Liquidity and
Capital Resources, and elsewhere, to provide updated information about the company’s
financial position and further risks to your business operations and liquidity in light of
these circumstances.
Overview, page 102
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.  Your discussion should

 FirstName LastNameJaisim Shah
 Comapany NameScilex Holding Company
 December 13, 2022 Page 3
 FirstName LastName
Jaisim Shah
Scilex Holding Company
December 13, 2022
Page 3
highlight the fact that Sorrento Therapeutics, a beneficial owner of over 90% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
General
8.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the Sponsors or other selling securityholders acquired their shares
and warrants, and the price that the public securityholders acquired their shares and
warrants.  Disclose that while the Sponsors may experience a positive rate of return based
on the current trading price, the public securityholders may not experience a similar rate
of return on the securities they purchased due to differences in the purchase prices and the
current trading price.  Please also disclose the potential profit the selling securityholders
will earn based on the current trading price.  Lastly, please include appropriate risk factor
disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Razzano, Esq.

CORRESP
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CORRESP

 Scilex Holding Company

960 San Antonio Road

 Palo Alto, CA
94303

 December 7, 2022

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Attention: Office of Life Sciences

 100
F Street, N.E.

 Washington, D.C. 20549-0406

Re:
 Scilex Holding Company

Registration Statement on Form S-1, Filed on November 30, 2022

File No. 333-268607

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-1 (File No. 333-268607) of the Company (the “Registration Statement”), filed with the Securities and Exchange Commission on November 30, 2022 be accelerated so that the Registration
Statement shall become effective at 4:00 p.m. (Eastern Time) on December 9, 2022, or as soon as possible thereafter.

 The Company
hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration
Statement.

 It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside
counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration.

 Sincerely,

 SCILEX HOLDING COMPANY

By:

 /s/ Jaisim Shah

Jaisim Shah

President and Chief Executive Officer

cc:
 Jeffrey T. Hartlin, Esq. (Paul Hastings LLP)

Elizabeth A. Razzano, Esq. (Paul Hastings LLP)

United States securities and exchange commission logo
December 6, 2022
Jaisim Shah
Chief Executive Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Re:Scilex Holding Company
Registration Statement on Form S-1
Filed November 30, 2022
File No. 333-268607
Dear Jaisim Shah:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elizabeth Razzano, Esq.

CORRESP
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Vickers
Vantage Corp. I

1 Harbourfront Avenue, #16-06

Keppel Bay Tower, Singapore 098632

Singapore

October 26, 2022

VIA EDGAR

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 RE: Vickers
                                            Vantage Corp. I

                                            Amendment No. 7 to Registration Statement on Form S-4

                                            Filed October 26, 2022

                                            File No. 333-264941 (the “Registration Statement”)

Dear
Mr. Howes and Mr. Campbell:

Vickers Vantage Corp. I
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that the Registration Statement will become effective as of 5:15 p.m. Eastern Standard Time on
October 28, 2022 or as soon thereafter as practicable.

 Very truly yours,

  VICKERS VANTAGE CORP. I

  By: /s/ Chris Ho

    Name: Chris Ho

    Title:   Chief Financial Officer

CORRESP
1
filename1.htm

 Direct 202.524.8467

 Main 202.618.5000

 Fax 202.618.5001

Via Edgar

    October 26, 2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: Vickers Vantage Corp. I

Amendment No. 6 to Registration Statement on Form S-4

Filed October 24, 2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client, Vickers
Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we submit to the staff of the Division of
Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
the Company’s response to the comment conveyed by telephone to Loeb & Loeb LLP on October 25, 2022. (the “Comment”)
with respect to the above-referenced Amendment No. 6 to Registration Statement on Form S-4 filed on October 24, 2022.

Concurrent herewith, the Company
has filed via Edgar its Amendment No. 7 to the Registration Statement (“Amendment No. 7”), which reflects
the Company’s response to the comment received from the Staff by telephone conference on October 25, 2022 and certain other
updated information. Please note that our response below, insofar as relevant information relates to Scilex
Holding Company (“Scilex”) or its parent, Sorrento Therapeutics, Inc. (“Sorrento”),
or matters arising from participation by Scilex or Sorrento in the preparation of Amendment No. 7, are based on our discussions
with and information received from, Scilex and Sorrento and their counsel, Paul Hastings LLP, who have similarly participated in the preparation
and review of this response letter.

For ease of reference, the
comment is summarized below and is followed by the Company’s response. All page references in the response set forth below
refer to the page numbers in Amendment No. 7. All capitalized terms used but not defined in this response letter have the meanings
ascribed to such terms in Amendment No. 7.

Amendment No. 6 to Registration Statement on Form S-4

 1. With respect to the disclosure of up to $21 million in liabilities to be transferred by Scilex to Sorrento, please disclose whether
there is a written agreement to do so and if so, file the written agreement as an exhibit to the Registration Statement. If there is no
written agreement, please disclose this and add a Risk Factor that discusses the risks associated with the lack of agreement including
risk that it is not enforceable, potential litigation risk and any other material risks.

We respectfully advise the Staff that there is
not a written agreement between Scilex and Sorrento with respect to the transfer of liabilities of Scilex and the parties to whom the
liabilities are owed will need to consent to such transfers. Pages 7 through 8, 41, 119 through 120, 150 through 151, 311 and 319
have been revised in accordance with the Staff’s comment to disclose these facts and to add a Risk Factor that discusses the related
risks.

Please do not hesitate to contact Joan Guilfoyle
at (202) 524-8467 if you require additional information with respect to any of the foregoing. Thank you.

  Sincerely,

  Loeb & Loeb LLP

cc: Mitchell Nussbaum, Esq.

  Loeb & Loeb LLP

  Joan Guilfoyle, Esq.

  Loeb & Loeb LLP

  Jeffrey Chi

  Vickers Vantage Corp. I.

  Chris Ho

  Vickers Vantage Corp. I.

  Mhamed Mengad

  Vickers Vantage Corp. I.

  Henry Ji, Ph.D.

  Scilex Holding Company

    2

  Jaisim Shah,

  Scilex Holding Company

  Jeffrey Hartlin, Esq.

  Paul Hastings LLP

  Elizabeth Razzano, Esq.

  Paul Hastings LLP

    3

CORRESP
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    Direct
    202.524.8467

    Main
    202.618.5000

    Fax
    202.618.5001

Via Edgar

  October 24, 2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

 Re: Vickers Vantage Corp. I

Amendment No. 5 to Registration Statement on Form S-4

Filed October 18, 2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client, Vickers
Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we submit to the staff of the Division of
Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
the Company’s response to the comments contained in the Staff’s letter dated October 21, 2022 (the “Comment
Letter”) with respect to the above-referenced Amendment No. 5 to Registration Statement on Form S-4 filed on October 18,
2022.

Concurrent herewith, the Company
has filed via Edgar its Amendment No. 6 to the Registration Statement (“Amendment No. 6”), which reflects
the Company’s responses to the comments received from the Staff and certain other updated information. Please note that our responses
below, insofar as relevant information relates to Scilex Holding Company (“Scilex”)
or its parent, Sorrento Therapeutics, Inc. (“Sorrento”) or matters arising from participation by
Scilex or Sorrento in the preparation of the Amendment No. 6, are based on our discussions with and information received from, Scilex
and Sorrento and their counsel, Paul Hastings LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in Amendment No. 6. All capitalized terms used but not defined in this
response letter have the meanings ascribed to such terms in Amendment No. 6.

Amendment No. 5 to Registration Statement on Form S-4

Questions and Answers About the Business Combination and the Meeting

Q: Will Vickers be able to satisfy the closing condition that requires
to to have at least $5,000,0001...?, page 7

 1. We note your revised disclosure here and elsewhere in the prospectus that Scilex is “currently evaluating” the additional
transfer of up to $21,000,000 in liabilities to Sorrento in order to allow Scilex to satisfy the net tangible asset condition. Please
revise your disclosure to clearly state whether or not Scilex will transfer an amount of liabilities to Sorrento such that Scilex will
satisfy the net tangible asset condition in the event that the number of shareholder redemptions in connection with the Business Combination
causes Scilex’s net tangible assets to fall below $5,000,001, after accounting for the Debt Exchange Agreement and the Funding Commitment
Letter.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 7 and 318.

Q: What are the Debt Exchange Agreement, the Funding Commitment
Letter and the Vickers Debt Agreement?, page 8

 2. As previously requested in the second and third bullets to prior comment 2, please provide a more recent amount of the Aggregate Outstanding
Amount that includes the additional debt incurred by Scilex and funded by Sorrento related to Scilex’s repayment of the Scilex Pharma
Notes on September 28, 2022 under the Debt Exchange Agreement section. Address this comment throughout your Form S-4, including
within The Funding Commitment Letter section.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 8, 9, 317, 318, 397, 398 and F-102. The
Company respectfully notes that it has not revised Footnote (4) to the table on pages 40, 148 and 308 to provide a more
recent amount of the Aggregate Outstanding Amount as each footnote relates to the number of shares based on data as of June 30,
2022 (including the Aggregate Outstanding Amount as of such date).

Q: What is the Warrant Transfer Agreement?, page 9

 3. We note that this agreement is based on the number of ordinary shares outstanding as of March 17, 2022. As a portion of these
shares were requested to be redeemed with the Jun 30, 2022 Shareholder Meeting, please expand your disclosures here and wherever the Warrant
Transfer Agreement is discussed to note the current redemption percentage.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 10, 35, 137, 165, 319 and 394.

    2

Q: What are the possible sources and the extent of dilution that
public shareholders who elect not to redeem their shares..., page 12

 4. We note your response to prior comment 3, but do not note any revised disclosure responsive to our comment. Please revise or advise.

Response:
In response to the Staff's comment, page 13 has been revised to add the number of shares of New Scilex Common Stock issuable to the
Sponsors in connection with the Vickers Debt Agreement. The Company respectfully advises the Staff that the table on page 13 had
already assumed the maximum number of shares of New Scilex Common Stock issuable in the Business Combination (150,000,000) and
pursuant to the Debt Exchange Agreement (3,100,000). The Warrant Transfer Agreement does not change the number of Warrants
that will be outstanding; it merely allocates a portion to Sorrento under certain circumstances. As such, the Company believes that
no further changes are necessary.

Please do not hesitate to contact Joan Guilfoyle
at (202) 524-8467 if you require additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    Loeb & Loeb LLP

    cc:
    Mitchell Nussbaum, Esq.
 Loeb & Loeb LLP

    Joan Guilfoyle, Esq.
 Loeb & Loeb LLP

    Jeffrey Chi
 Vickers Vantage Corp. I.

    Chris Ho
 Vickers Vantage Corp. I.

    Mhamed Mengad
 Vickers Vantage Corp. I.

    Henry Ji, Ph.D.
 Scilex Holding Company

    Jaisim Shah,
 Scilex Holding Company

    Jeffrey Hartlin, Esq.
 Paul Hastings LLP

    Elizabeth Razzano, Esq.
 Paul Hastings LLP

    3

United States securities and exchange commission logo
October 21, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Re:Vickers Vantage Corp. I
Amendment No. 5 to Registration Statement on Form S-4
Filed October 18, 2022
File No. 333-264941
Dear Jeffrey Chi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 12, 2022 letter.
Amendment No. 5 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Meeting
Q: Will Vickers be able to satisfy the closing condition that requires to to have at least
$5,000,0001...?, page 7
1.We note your revised disclosure here and elsewhere in the prospectus that Scilex is
"currently evaluating" the additional transfer of up to $21,000,000 in liabilities to Sorrento
in order to allow Scilex to satisfy the net tangible asset condition. Please revise your
disclosure to clearly state whether or not Scilex will transfer an amount of liabilities to
Sorrento such that Scilex will satisfy the net tangible asset condition in the event that the
number of shareholder redemptions in connection with the Business Combination causes
Scilex's net tangible assets to fall below $5,000,001, after accounting for the Debt

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 October 21, 2022 Page 2
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
October 21, 2022
Page 2
Exchange Agreement and the Funding Commitment Letter.
Q: What are the Debt Exchange Agreement, the Funding Commitment Letter and the Vickers
Debt Agreement?, page 8
2.As previously requested in the second and third bullets to prior comment 2, please provide
a more recent amount of the Aggregate Outstanding Amount that includes the additional
debt incurred by Scilex and funded by Sorrento related to Scilex's repayment of the Scilex
Pharma Notes on September 28, 2022 under the Debt Exchange Agreement section.
Address this comment throughout your Form S-4, including within The Funding
Commitment Letter section.
Q: What is the Warrant Transfer Agreement?, page 9
3.We note that this agreement is based on the number of ordinary shares outstanding as of
March 17, 2022.  As a portion of these shares were requested to be redeemed with the Jun
30, 2022 Shareholder Meeting, please expand your disclosures here and wherever the
Warrant Transfer Agreement is discussed to note the current redemption percentage.
Q: What are the possible sources and the extent of dilution that public shareholders who elect not
to redeem their shares..., page 12
4.We note your response to prior comment 3, but do not note any revised disclosure
responsive to our comment.  Please revise or advise.
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

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  901 New York Avenue, NW

 Suite 300 East

 Washington, DC 20001

 Direct 202.524.8467

  Main 202.618.5000

  Fax 202.618.5001

Via Edgar

October 18,
2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vickers
    Vantage Corp. I

    Amendment No. 4 to Registration Statement on Form S-4

    Filed September 13, 2022

    Interim Response Letter dated October 4, 2022

    File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client,
Vickers Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we submit to the staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
the Company’s response to the comments contained in the (1) Staff’s letter dated September 23, 2022 (the “September Comment
Letter”) with respect to the above-referenced Amendment No. 4 to Registration Statement on Form S-4 filed on
September 13, 2022; and (2) Staff’s letter dated October 12, 2022 (the “October Comment Letter”
and together, the “Comment Letters”) with respect to the above-referenced interim response letter dated October 4,
2022.

Concurrent herewith, the
Company has filed via Edgar its Amendment No. 5 to the Registration Statement (“Amendment No. 5”),
which reflects the Company’s responses to the Comment Letters and certain other updated information. Please note that our responses
below, insofar as relevant information relates to Scilex Holding Company (“Scilex”)
or its parent, Sorrento Therapeutics, Inc. (“Sorrento”) or matters arising from participation by
Scilex or Sorrento in the preparation of the Amendment No. 5, are based on our discussions with and information received from, Scilex
and Sorrento and their counsel, Paul Hastings LLP, who have similarly participated in the preparation and review of this response letter.

For ease of reference, each
comment contained in the September Comment Letter and October Comment Letter, respectively, is printed below and is followed
by the Company’s response. All page references in the responses set forth below refer to the page numbers in Amendment
No. 5. All capitalized terms used but not defined in this response letter have the meanings ascribed to such terms in Amendment
No. 5.

  October 18, 2022

 Page 2

September Comment Letter

Amendment No. 4 to Registration Statement
on Form S-4

Cover Page

 1. Please revise your cover page disclosure
                                            to state that for as long as Sorrento owns any shares of New Scilex Series A Preferred
                                            Stock, it will have the right to designate each director to be nominated, elected or appointed
                                            to the New Scilex Board, as indicated throughout the prospectus. Please also revise to state
                                            that the Series A Preferred Stock will have a liquidation preference, that New Scilex
                                            will be prohibited from taking certain actions without the consent of Sorrento and provide
                                            a cross-reference to the portion of the prospectus where these provisions are fully described.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page.

Management's Discussion and Analysis of Financial
Condition and Results of Operations of Vickers, page 198

 2. Please expand your discussion and analysis
                                            of Vickers’ results of operations and liquidity and capital resources to include the
                                            annual periods provided in addition to the interim periods. Refer to Item 14 of Form S-4
                                            and Item 303(b) of Regulation S-K for guidance.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 220-222.

Unaudited Pro Forma Condensed Combined Financial
Information

Note 5 - Net Income (Loss) per Share, page 292

 3. Please provide the disclosures regarding the
                                            impact of the New Scilex Series A Preferred Stock to the calculation of basic and diluted
                                            net loss per share. Refer to ASC 260-10-50-1 for guidance.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 323-324.

  October 18, 2022

 Page 3

October Comment Letter

Registration Statement on Form S-4 filed
May 13, 2022

Questions and Answers About the Business Combination
and the Meeting, page 6

 1. Please
                                            add a Q&A discussing the material terms of the Funding Letter entered into with Sorrento
                                            and the reasoning for entering into this agreement. Please also disclose if any consideration
                                            was received by Sorrento in connection with the Funding Letter. In your revisions, please
                                            include a discussion of the consequences to investors if the Maximum Redemption scenario
                                            occurs and Sorrento elects not to provide funds pursuant to the Funding Letter.

Response: In
response to the Staff’s comment, a Q&A discussing the material terms of the Funding Commitment Letter (as well as the
Vickers Debt Agreement and Warrant Transfer Agreement) has been added to pages 8-10, which includes the additional requested
disclosure with respect to (a) consideration received by Sorrento and (b) the consequences to investors if the Maximum
Redemption scenario occurs.

Questions and Answers About the Business Combination
and the Meeting

Q: What is the Debt Exchange Agreement?, page 7

 2. We
                                            note the draft disclosures you intend to include in your next amendment regarding the Funding
                                            Letter. Please expand your disclosures to address each of the following:

 ● Clarify,
                                            if correct, that Sorrento has the option to fund Scilex’s Loan Request under the Funding
                                            Letter but not the requirement. Discuss the consequences to the Business Combination if Sorrento
                                            elects not to provide Scilex with the loan amount.

Response:
The Company respectfully advises the Staff that the Funding Commitment Letter has been revised to require that, upon Scilex’s request, Sorrento shall provide funding of up to $10,000,000 to help facilitate
satisfaction of the net tangible assets requirement under the Company’s charter and the Merger Agreement. Accordingly, the Company
has revised the disclosure on pages 7-10 to reflect such requirement. A copy of the Funding Commitment Letter has been filed as Exhibit 10.61 to Amendment No. 5.

 ● Provide
                                            a more recent amount of the Aggregate Outstanding Amount to the extent that additional debt
                                            has been incurred by Scilex. In this regard, we note from your draft disclosures on page 310
                                            that Scilex repurchased the remaining outstanding principal balance under the Scilex Pharma
                                            Notes of $39.7 million with only $6.8 million in cash and cash equivalents as of June 30,
                                            2022.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 39-40, 147-148, and 308 to reflect the repayment of $34,612,000 on the Scilex Pharma Notes and that such repayment will be
treated as an additional portion of the Aggregate Outstanding Amount under the Debt Exchange Agreement.

 ● Revise
                                            the aggregate number of shares of Scilex Preferred Stock that would be issued at closing
                                            and the number of shares of New Scilex Series A Preferred Stock and New Scilex Common
                                            Stock that would be issued at the Effective Time in consideration for the subsequent debt
                                            issuances and the amount Scilex would need to request under the Funding Letter to meet the
                                            minimum net tangible assets balance.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 39-40, 147-148, and 308-310.

  October 18, 2022

 Page 4

Please address this comment throughout
the Form S-4.

Response:
In response to the Staff’s comment, the Company has addressed this throughout the Form S-4.

Q: What are the possible sources and the extent
of dilution that public shareholders who elect not to redeem their shares..., page 9

 3. Please
                                            update this Q&A to include the potential future sources of dilution arising from the
                                            Funding Letter entered into with Sorrento.

Response:
In response to the Staff’s comment, the Company has revised the Q&A on pages 12-13.

Risk Factors, page 39

 4. Please
                                            include a risk factor discussing the material risks to investors arising from the funding
                                            letter entered into with Sorrento. Please affirmatively state, if true, that Sorrento has
                                            the option, but not the obligation, to advance funding to Scilex to ensure the parties meet
                                            the net tangible asset requirement of $5,000,001 at the Effective Time of the merger. Your
                                            risk factor should also address the material risks to investors if Sorrento does not elect
                                            to advance funding to Scilex, including the risk that the parties may fail to meet the net
                                            tangible asset requirement and will not be able to proceed with the business combination.

Response: As noted above in the response to comment 2, the
Company respectfully advises the Staff that the Funding Commitment Letter has been revised to require that, upon Scilex's request,
Sorrento shall provide funding of up to $10,000,000 to help facilitate satisfaction of the net tangible assets requirement under the Company’s charter and the
Merger Agreement. The Company further
advises the Staff that, as described in Amendment No. 5, it is possible that in the maximum redemption scenario, the Company may still not be able to
satisfy the net tangible assets requirement. As such, it has added a risk factor discussing the risks arising from the maximum redemption scenario, including the
possibility that the parties may fail to meet the net tangible assets requirement and will not be able to proceed with the business
combination on page 122. The Company has also noted this risk on pages 7-8 and 317.

Background of the Business Combination, page 116

 5. Please
                                            revise this section to provide a more fulsome description of the discussions and negotiations
                                            related to the Funding Letter. Include a discussion of any negotiated terms, parties involved
                                            in any negotiations, alternative transactions considered and the parties’ reasoning
                                            for choosing to enter into the Funding Letter.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 135-136.

  October 18, 2022

 Page 5

Unaudited Pro Forma Condensed Combined Financial
Information, page 301

 6. To
                                            the extent that Sorrento funded all or any portion of Scilex’s repayment of the Scilex
                                            Pharma Notes for $39.7 million on September 28, 2022, please revise the tabular presentation
                                            at the bottom of page 302 and footnote 4 to update the Aggregate Outstanding Amount
                                            per the Debt Exchange Agreement for this transaction and the corresponding number of shares
                                            of New Scilex Series A Preferred Stock and New Scilex Common Stock to be issued. To
                                            provide investors with a more easily understandable presentation, revise footnote 4 to include
                                            a tabular format for the New Scilex Common Stock and New Scilex Series A Preferred Stock
                                            to be issued (a) as merger consideration; (b) under the Debt Exchange Agreement
                                            based on the Aggregate Outstanding Amount as of June 30, 2022; (c) the additional
                                            Aggregate Outstanding Amount due to the repayment of the Scilex Pharma Notes on September 28,
                                            2022; and (d) the additional Aggregate Outstanding Amount due to the Funding Letter
                                            under the maximum redemption scenario only.

Response:
In response to the Staff’s comment, the Company has table presented revised the  at the bottom of page 307
and footnote 4 to such table.

 7. Based
                                            on the language in the draft Funding Letter, it appears that Sorrento is not required to
                                            honor any Loan Request by Scilex. If this is correct, please expand your presentation for
                                            the maximum redemption scenario to give effect to the full range of possible results (i.e.,
                                            Sorrento fulfills Scilex’s Loan Request and Sorrento elects not to fulfill Scilex’s
                                            Loan Request). For the scenario under which Sorrento does not elect to fulfill Scilex’s
                                            Loan Request, clearly disclose the implications to the closing of the Business Combination.
                                            Refer to Article 11-02(a)(10) of Regulation S-X for guidance.

Response: As
noted above in the response to comment 2, the Company respectfully advises the Staff that the Funding Commitment Letter has been
revised to require that, upon Scilex's request, Sorrento shall provide funding of up to $10,000,000 to help facilitate satisfaction of the net tangible assets requirement under the Company’s charter and the
Merger Agreement. The Company has revised disclosure in the Unaudited Pro Form Condensed Combined Financial Information to reflect the foregoing and has
expanded the disclosure to address what happens to the net tangible assets balance if Scilex is able to transfer an additional $21,000,000
in liabilities to Sorrento.

 8. Please
                                            expand the table presented at the bottom of page 302 to also disclose the number of
                                            shares of New Scilex Series A Preferred Stock to be issued to Sorrento under each scenario
                                            presented to allow investors to fully understand the capital structure of the merged entity.

Response:
In response to the Staff’s comment, the Company has revised the table presented at the bottom of page 307 to also disclose
the number of shares of New Scilex Series

United States securities and exchange commission logo
October 12, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Registration Statement on Form S-4
Response dated October 4, 2022
File No. 333-264941
Dear Jeffrey Chi:
            We have reviewed your October 4, 2022 response to our comment letter and have the
following comments. In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 23, 2022 letter.
Registration Statement on Form S-4 filed May 13, 2022
Questions and Answers About the Business Combination and the Meeting, page 6
1.Please add a Q&A discussing the material terms of the Funding Letter entered into with
Sorrento and the reasoning for entering into this agreement.  Please also disclose if any
consideration was received by Sorrento in connection with the Funding Letter.  In your
revisions, please include a discussion of the consequences to investors if the Maximum
Redemption scenario occurs and Sorrento elects not to provide funds pursuant to the
Funding Letter.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 October 12, 2022 Page 2
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
October 12, 2022
Page 2
Questions and Answers About the Business Combination and the Meeting
Q: What is the Debt Exchange Agreement?, page 7
2.We note the draft disclosures you intend to include in your next amendment regarding the
Funding Letter.  Please expand your disclosures to address each of the following:
•Clarify, if correct, that Sorrento has the option to fund Scilex's Loan Request under
the Funding Letter but not the requirement.  Discuss the consequences to the
Business Combination if Sorrento elects not to provide Scilex with the loan amount.
•Provide a more recent amount of the Aggregate Outstanding Amount to the extent
that additional debt has been incurred by Scilex.  In this regard, we note from your
draft disclosures on page 310 that Scilex repurchased the remaining outstanding
principal balance under the Scilex Pharma Notes of $39.7 million with only $6.8
million in cash and cash equivalents as of June 30, 2022.
•Revise the aggregate number of shares of Scilex Preferred Stock that would be issued
at closing and the number of shares of New Scilex Series A Preferred Stock and New
Scilex Common Stock that would be issued at the Effective Time in consideration for
the subsequent debt issuances and the amount Scilex would need to request under the
Funding Letter to meet the minimum net tangible asset balance.
Please address this comment throughout the Form S-4.
Q: What are the possible sources and the extent of dilution that public shareholders who elect not
to redeem their shares..., page 9
3.Please update this Q&A to include the potential future sources of dilution arising from the
Funding Letter entered into with Sorrento.
Risk Factors, page 39
4.Please include a risk factor discussing the material risks to investors arising from the
funding letter entered into with Sorrento.  Please affirmatively state, if true, that Sorrento
has the option, but not the obligation, to advance funding to Scilex to ensure the parties
meet the net tangible asset requirement of $5,000,001 at the Effective Time of the
merger.  Your risk factor should also address the material risks to investors if Sorrento
does not elect to advance funding to Scilex, including the risk that the parties may fail to
meet the net tangible asset requirement and will not be able to proceed with the business
combination.
Background of the Business Combination, page 116
5.Please revise this section to provide a more fulsome description of the discussions and
negotiations related to the Funding Letter.  Include a discussion of any negotiated terms,
parties involved in any negotiations, alternative transactions considered and the parties'
reasoning for choosing to enter into the Funding Letter.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 October 12, 2022 Page 3
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
October 12, 2022
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page 301
6.To the extent that Sorrento funded all or any portion of Scilex's repayment of the Scilex
Pharma Notes for $39.7 million on September 28, 2022, please revise the tablular
presentation at the bottom of page 302 and footnote 4 to update the Aggregate
Outstanding Amount per the Debt Exchange Agreement for this transaction and the
corresponding number of shares of New Scilex Series A Preferred Stock and New Scilex
Common Stock to be issued.  To provide investors with a more easily understandable
presentation, revise footnote 4 to include a tabular format for the New Scilex Common
Stock and New Scilex Series A Preferred Stock to be issued (a) as merger consideration;
(b) under the Debt Exchange Agreement based on the Aggregate Outstanding Amount as
of June 30, 2022; (c) the additional Aggregate Outstanding Amount due to the repayment
of the Scilex Pharma Notes on September 28, 2022; and (d) the additional Aggregate
Outstanding Amount due to the Funding Letter under the maximum redemption scenario
only.
7.Based on the language in the draft Funding Letter, it appears that Sorrento is not required
to honor any Loan Request by Scilex.  If this is correct, please expand your presentation
for the maximum redemption scenario to give effect to the full range of possible results
(i.e., Sorrento fulfills Scilex's Loan Request and Sorrent elects not to fulfill Scilex's Loan
Request).  For the scenario under which Sorrento does not elect to fulfill Scilex's Loan
Request, clearly disclose the implications to the closing of the Business Combination.
Refer to Article 11-02(a)(10) of Regulation S-X for guidance.
8.Please expand the table presented at the bottom of page 302 to also disclose the number of
shares of New Scilex Series A Preferred Stock to be issued to Sorrento under each
scenario presented to allow investors to fully understand the capital structure of the
merged entity.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 305
9.Please reflect Scilex's repayment of the Scilex Pharma Notes in accordance with the
fourth amendment to those Notes on September 28, 2022.  Also address this comment to
the corresponding pro forma statements of operations.  Refer to Article 11-01(a)(8) of
Regulation S-X for guidance.
Note 3 - Transaction Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2022, page 315
10.We note the expanded disclosures you intend to include for footnote (G).  It is unclear
why you have included the expanded disclosures with this footnote, since the additional
information is not relevant under the No Redemption Scenario for which footnote (G)
relates.  Rather, it would appear this additional disclosure is more appropriately related to
footnote (O).
11.We note your addition of footnote (O) for the Funding Letter.  Please expand this

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 October 12, 2022 Page 4
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
October 12, 2022
Page 4
disclosure to demonstrate how the $29.1 million of additional funding from Sorrento
results in net tangible assets of $6 million.  Ensure your disclosure clearly addresses the
$42.6 million of intangibles-net and $13.5 million of goodwill included in total assets.  In
this regard, we note your reference to Rule 3a51-1(g)(1) of the Exchange Act on page 7
for the definition of net tangible assets.
13. Subsequent Events, page F-101
12.Please expand your disclosures to include the repayment and extinguishment of the Scilex
Pharma Notes on September 28, 2022, including how the repayment was funded and how
the transaction was accounted for in the financial statements.
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

CORRESP
1
filename1.htm

    Direct      202.524.8467

    Main        202.618.5000

    Fax           202.618.5001

Via Edgar

    October
4, 2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
     Vickers Vantage Corp. I

Registration
Statement on Form S-4

Filed September 13,
2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client, Vickers
Vantage Corp. I, a Cayman Islands exempted company (the “Company”), and further to our telephone conference
on September 30, 2022, we are providing herewith proposed disclosure to be added to the above-referenced Registration Statement on
Form S-4 initially filed on May 13, 2022 (as amended through September 13, 2022, the “Registration Statement”).
This proposed disclosure is in response to the previously-issued comment number 40 from the comments of the staff of the Office of Life
Sciences of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) contained in the Staff’s letter dated June 9, 2022 (the “Comment Letter”)
to which the Company has previously indicated that the response would be forthcoming. We are providing the Staff with a draft of the
following for review in response to comment number 40 in the Comment Letter in advance of filing the next amendment to the Registration
Statement:

 (i) the
                                            agreement that Sorrento Therapeutics, Inc. (“Sorrento”) and
                                            Scilex Holding Company (“Scilex”) will enter into prior to the
                                            next amendment to the Registration Statement, pursuant to which Sorrento may elect to provide
                                            Scilex with funds, as necessary, to satisfy the net tangible assets closing condition set
                                            forth in the Merger Agreement and in the Company’s organizational documents) (the “Funding Letter”), a copy of which is attached hereto as Exhibit A;

 (ii) copies of the proposed disclosure related
                                            to the Funding Letter which we would propose to add to the Registration Statement
                                            in each appropriate place, attached hereto as Exhibit B; and

    October 4, 2022

    Page 2

 (iii) a copy of the proposed pro formas to
                                            reflect the impact of the funding contemplated by the Funding Letter
                                            on the net tangible assets under the maximum redemption scenario, marked to show changes
                                            from the last amendment to the Registration Statement, attached hereto as Exhibit C.

Please do not hesitate to contact Joan S. Guilfoyle, Esq.
at (202) 524-8467 if you require additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:

    Mitchell Nussbaum, Esq.

    Loeb & Loeb LLP

Joan S. Guilfoyle, Esq.

Loeb & Loeb LLP

Jeffrey Chi

Vickers Vantage Corp. I.

Chris Ho

Vickers Vantage Corp. I.

Mhamed Mengad

Vickers Vantage Corp. I.

Henry Ji, Ph.D.

Scilex Holding Company

Jaisim Shah,

Scilex Holding Company

Jeffrey Hartlin, Esq.

Paul Hastings LLP

Elizabeth Razzano, Esq.

Paul Hastings LLP

    2

Exhibit A

Funding Letter

Sorrento Therapeutics, Inc.

4955 Directors
Place

San Diego,
CA 92121

October [•], 2022

Scilex Holding Company

960
San Antonio Road

Palo Alto, CA 94303

Attn: Jaisim Shah

Its: CEO

Re: Net Tangible Asset Funding

Reference
is made to that certain (a) Contribution and Satisfaction of Indebtedness Agreement (the “Debt Exchange Agreement”),
entered into as of September 12, 2022, by and among Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”),
Scilex Holding Company, a direct wholly owned subsidiary of Sorrento (“Scilex”), and Scilex Pharmaceuticals Inc., an
indirect wholly owned subsidiary of Sorrento and direct wholly owned subsidiary of Scilex; and (b) Agreement and Plan of Merger (the
 “Merger Agreement”), entered into as of March 17, 2022 (as amended), by and among Vickers Vantage Corp. I, a Cayman
Islands exempted company (which shall migrate to and domesticate as a Delaware corporation, “Vickers”), Vantage Merger
Sub Inc., a Delaware corporation and wholly owned subsidiary of Vickers, and Scilex. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Debt Exchange Agreement.

Sorrento
and Scilex hereby acknowledge and agree that, upon the written request of Scilex (which request Scilex shall make to the extent necessary
to satisfy the condition set forth in Section 8.3(i) of the Merger Agreement), Sorrento may elect to fund one or
more loans to Scilex in the amount set forth in such written request (a “Loan Request”); provided, that any amounts
funded by Sorrento in respect of any Loan Request shall be treated as Outstanding Indebtedness for all purposes under the Debt Exchange
Agreement and included in the calculation of the Aggregate Outstanding Amount thereunder. Notwithstanding anything to the contrary, in
no event shall the aggregate amount of loans made and funded by Sorrento pursuant to Loan Requests exceed the lesser of (a) $40,000,000
and (b) an amount that, when taken together with all other Outstanding Indebtedness, will result in the Aggregate Outstanding Amount
equaling $310,000,000.

This letter agreement shall automatically terminate
without any further action by any party upon the earlier of (a) the Effective Time (as defined in the Merger Agreement) and (b) the
termination of the Debt Exchange Agreement or Merger Agreement in accordance with their respective terms, and this letter agreement shall
be of no force and effect from and after any such termination.

[Signature Page to Follow]

    Sorrento Therapeutics, Inc.

    By:

    Name: Henry Ji, Ph.D.

    Its: CEO

    Scilex Holding Company

    By:

    Name: Jaisim Shah

    Its: CEO

[Signature
Page to Letter Agreement Re: Net Tangible Asset Funding]

Exhibit B

Selected Proposed Disclosure

          FREQUENTLY USED TERMS

          Unless otherwise stated in this proxy statement, the terms, “we,” “us,” “our” or “Vickers” refer to Vickers Vantage Corp. I, a Cayman Islands exempted company, the term “New Vickers” refers to Vickers Vantage Corp. I following the Domestication and the terms “New Scilex,” “combined company” and “post-Business Combination company” refer to Scilex Holding Company and its subsidiaries following the consummation of the Business Combination.

          Further, in this document:

          •

          “Business Combination” means the merger contemplated by the Merger Agreement.

        ​

          •

          “Closing” means the closing of the Business Combination.

        ​

          •

          “Closing Date” means date of the Closing.

        ​

          •

          “Code” means the Internal Revenue Code of 1986, as amended.

        ​

          •

          “Condition Precedent Proposals” means the Business Combination Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Director Election Proposal, the Stock Plan Proposal, the ESPP Proposal and the Nasdaq Proposal.

        ​

          •

          “Continental” means Continental Stock Transfer & Trust Company, Vickers’s transfer agent.

        ​

          •

          “Current Charter” means Vickers’s Amended and Restated Memorandum and Articles of Association, as in effect as of the date hereof.

        ​

          •

          “Debt Exchange Agreement” means the Contribution and Satisfaction of Indebtedness Agreement, dated as of September 12, 2022, by and among Sorrento, Scilex and Scilex Pharmaceuticals, Inc.

        ​

          •

          “DGCL” means the General Corporation Law of the State of Delaware, as amended.

        ​

          •

          “Domestication” means the change of the domicile of Vickers pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation, and the de-registration of Vickers in the Cayman Islands.

        ​

          •

          “Effective Time” means the time at which the Business Combination becomes effective.

        ​

          •

          “Equity Incentive Plan” means the Scilex Holding Company 2022 Equity Incentive Plan.

        ​

          •

          “ESPP” means the Scilex Holding Company 2022 Employee Stock Purchase Plan.

        ​

          •

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

        ​

          •

          “founder shares” means the 3,450,000 outstanding Vickers Ordinary Shares held by the Sponsors and the following directors of Vickers: Pei Wei Woo, Suneel Kaji and Steve Myint.

        ​

            •

            “Funding Letter” means that certain letter agreement, dated as of October [  ], 2022, between Sorrento and Scilex.

        ​

          •

          “GAAP” means accounting principles generally accepted in the United States of America.

        ​

          •

          “HSR Act” means Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        ​

          •

          “Initial Shareholders” means the Sponsors and the holders of founder shares.

        ​

          •

          “IPO” refers to the initial public offering of 13,800,000 Units of Vickers consummated on January 11, 2021.

        ​

          •

          “IRS” means the United States Internal Revenue Service.

        ​

          •

          “Maxim” means Maxim Group LLC, the representative of the underwriters in the IPO.

        ​

          •

          “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 17, 2022, by and among Vickers, Merger Sub and Scilex, a copy of which is attached hereto as Annex A-1, as it may be amended or restated from time to time, including by the Merger Agreement Amendment, a copy of which is attached hereto as Annex A-2.

        ​

          1

          Stock shall be equal to the exercise price per share of such option in effect immediately prior to the Effective Time, divided by the Exchange Ratio (rounded up to the nearest whole cent).

          The aggregate number of shares of New Scilex Series A Preferred Stock to be issued to the holders of Scilex Preferred Stock will be determined based on the number of shares of Scilex Preferred Stock outstanding prior to the Effective Time. The number of shares of Scilex Preferred Stock outstanding prior to the Effective Time will be based on the aggregate amount of intercompany indebtedness owed by Scilex and Scilex Pharma to Sorrento that is outstanding as of immediately prior to the Effective Time, which indebtedness is being exchanged for Scilex Preferred Stock prior to the Closing pursuant to the Debt Exchange Agreement (as defined in this proxy statement/prospectus). The maximum number of shares of Scilex Preferred Stock that could be issued to Sorrento pursuant to the Debt Exchange Agreement shall not exceed 31,000,000 and therefore the aggregate number of shares of New Scilex Series A Preferred Stock and New Scilex Common Stock to be issued to Sorrento as the holder of Scilex Preferred Stock shall not exceed 31,000,000 and 3,100,000, respectively. The shares of New Scilex Series A Preferred Stock and New Scilex Common Stock to be issued to Sorrento as the holder of Scilex Preferred Stock being collectively referred to herein as the “Preferred Consideration”. See the section titled “Certain Relationships and Related Party Transactions — Certain Relationships of Scilex — Debt Exchange Agreement

             and Related Matters”

           for a discussion of the terms of the Debt Exchange Agreement.

          Q:

          What is the Debt Exchange Agreement?

        ​

          A:

          In order to facilitate the satisfaction of the closing condition that requires Vickers to have at least $5,000,001 in net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time, it was necessary for Vickers and Scilex to determine how to satisfy certain intercompany debt owed to Sorrento by Scilex and Scilex Pharma prior to the Closing.

        ​

          Accordingly, on September 12, 2022, Scilex and Scilex Pharma entered into a Contribution and Satisfaction of Indebtedness Agreement (the “Debt Exchange Agreement”) with Sorrento, pursuant to which (i) Sorrento shall contribute to Scilex all amounts (including accrued interest thereon, if any) for certain loans and other amounts provided by Sorrento to Scilex and Scilex Pharma that remain outstanding as of immediately prior to the Closing of the Business Combination (the “Aggregate Outstanding Amount” or “Outstanding Indebtedness”), in exchange for the issuance by Scilex to Sorrento of Scilex Preferred Stock, (ii) Scilex shall contribute to Scilex Pharma the portion of such Outstanding Indebtedness that is owed by Scilex Pharma to Sorrento as a contribution of capital for no consideration, and (iii) upon the occurrence of the events described in clauses (i) and (ii), the Aggregate Outstanding Amount and the Outstanding Indebtedness shall be satisfied in full.

          Pursuant to the terms of the Debt Exchange Agreement, effective as of immediately prior to, and contingent upon, the Closing of the Business Combination, Sorrento has elected to contribute the Outstanding Indebtedness to Scilex in exchange for the issuance by Scilex to Sorrento of that number of shares of Scilex Preferred Stock (subject to adjustment for recapitalizations, stock splits, stock dividends and similar transactions) (the “Exchange Shares” and such transaction, the “Debt Contribution”) that is equal to (i) the Aggregate Outstanding Amount plus the amount that is equal to 10% of the Aggregate Outstanding Amount divided by (ii) $11.00 (rounded up to the nearest whole share); provided, that in no event shall the Aggregate Outstanding Amount exceed $310,000,000. Assuming that the Aggregate Outstanding Amount was

            $229,394,000

           (the amount outstanding as of June 30, 2022), then based on the preceding sentence, the aggregate number of shares of Scilex Preferred Stock issued to Sorrento prior to the Effective Time pursuant to the Debt Exchange Agreement would be 22,939,400 shares. At the Effective Time such shares would be exchanged for 22,939,400 shares of New Scilex Series A Preferred Stock and 2,293,940 shares of New Scilex Common Stock.

            Additional shares may become issuable if, in the maximum redemption scenario, Scilex requests and Sorrento provides additional funding from Sorrento pursuant to the Funding Letter prior to the Closing in order to meet the net tangible asset closing condition. In the maximum redemption scenario and based on the Aggregate Outstanding Amount as of June 30, 2022, Scilex would need to request and Sorrento would need to provide additional funding from Sorrento in the amount of $29,081,000 to achieve a net tangible asset balance of $6,000,000 at Closing. Pursuant to the Debt Exchange Agreement, such additional amount would be contributed to Scilex in exchange for 2,908,100 shares of Scilex

          7

            Preferred Stock prior to the Closing and then at the Effective Time such shares would be exchanged for 2,908,100 shares of New Scilex Series A Preferred Stock and 290,810 shares of New Scilex Common Stock. This would result in the issuance of an aggregate of 25,847,500 shares of Scilex Preferred Stock prior to the Closing and then at the Effective Time such

United States securities and exchange commission logo
September 23, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Amendment No. 4 to Registration Statement on Form S-4
Filed September 13, 2022
File No. 333-264941
Dear Dr. Chi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4
Cover Page
1.Please revise your cover page disclosure to state that for as long as Sorrento owns any
shares of New Scilex Series A Preferred Stock, it will have the right to designate each
director to be nominated, elected or appointed to the New Scilex Board, as indicated
throughout the prospectus.  Please also revise to state that the Series A Preferred Stock
will have a liquidation preference, that New Scilex will be prohibited from taking certain
actions without the consent of Sorrento and provide a cross-reference to the portion of the
prospectus where these provisions are fully described.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 September 23, 2022 Page 2
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
September 23, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Vickers, page 198
2.Please expand your discussion and analysis of Vickers’ results of operations and liquidity
and capital resources to include the annual periods provided in addition to the interim
periods.  Refer to Item 14 of Form S-4 and Item 303(b) of Regulation S-K for guidance.
Unaudited Pro Forma Condensed Combined Financial Information
Note 5 - Net Income (Loss) per Share, page 292
3.Please provide the disclosures regarding the impact of the New Scilex Series A Preferred
Stock to the calculation of basic and diluted net loss per share.  Refer to ASC 260-10-50-1
for guidance.
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

CORRESP
1
filename1.htm

    Direct     202.524.8467

    Main       202.618.5000

    Fax          202.618.5001

Via Edgar

    September 13,
    2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
     Vickers
    Vantage Corp. I

Amendment No. 3
to Registration Statement on Form S-4

Filed August 10,
2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client,
Vickers Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we respond to the comments of the
staff of the Office of Life Sciences of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) contained in the Staff’s letters dated June 9,
2022 and July 11, 2022 (together the “Comment Letters”) with respect to the above-referenced Registration
Statement on Form S-4 filed on August 10, 2022 (the “Registration Statement”) to which the Company
has indicated that the responses would be forthcoming.

Concurrent herewith, the
Company has filed via EDGAR its Amendment No. 4 to the Registration Statement (“Amendment No. 4”),
which reflects the Company’s responses to the comments received by the Staff and certain other updated information.

For ease of reference, each
comment contained in the Comment Letters is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in Amendment No. 4. All capitalized terms used but not defined in this
response letter have the meanings ascribed to such terms in Amendment No. 4.

    September 13, 2022

    Page 2

Registration Statement on Form S-4
filed May 13, 2022

Material U.S. Federal Tax Consequences,
page 165

    20.
    Please
    (i) revise here and throughout, including on page 12, to state that your discussion of the tax consequences of the Business
    Combination constitutes the opinion of counsel and (ii) have counsel provide a tax opinion addressing the tax consequences to
    U.S. holders of Vickers Vantage ordinary shares who hold shares at the time of the Domestication or provide us your analysis
    as to why you do not believe such an opinion is required. The tax opinion should address and express a conclusion for each material
    federal tax consequence. For additional guidance concerning assumptions and opinions subject to uncertainty, refer to Staff Legal
    Bulletin No. 19.

Response:
Vickers is filing herewith the required tax opinion. Based on our responses and change in response to this comment previously, we believe
this is the only aspect of this comment that remained to be addressed.

Note 1 – Description of the Business
Combination, page 259

    40.
    Please
    address the requirement for Vickers to have at least $5,000,001 in net tangible assets at the Effective Time per your disclosure
    on page 22 under the maximum redemption scenario.

Response:
The Company respectfully advises the Staff that the parties continue to evaluate their options for satisfying the net tangible assets
test at Closing in the maximum redemption scenario. In addition to the exchange of debt contemplated by the Debt Exchange Agreement described
in Amendment No. 4, the other additional options being considered are to enter into agreements with certain Vickers shareholders
in which such holders agree not to redeem thereby leaving adequate funds in the Trust Account to satisfy the net tangible asset requirement
at Closing or entering into forward purchase contracts. As the Company has not yet determined any additional approaches it will take,
no additional disclosure has been added in Amendment No. 4 other than with respect to the Debt Exchange Agreement.

Amendment No. 1 Registration Statement
on Form S-4

Questions and Answers About the Business
Combination and the Meeting

What are the possible sources and the extent
of dilution that public shareholders who elect not to redeem their shares..., page 8

 1. We note your response to prior comment
                                            4 and revised disclosure. Please revise your response to the newly-added question at the
                                            top of page 8 to include a discussion of potential sources of dilution from transactions
                                            that may be necessary to complete the Business Combination, such as the potential PIPE or
                                            the conversion of Scilex debt into equity securities, as discussed in your response to prior
                                            comment 40. To the extent any such dilutive transactions are completed prior to the effectiveness
                                            of the proxy statement/prospectus, please also revise the ownership table on page 8
                                            to account for these additional equity issuances.

    2

    September 13, 2022

    Page 3

Response:
The Company respectfully advises the Staff that the parties plan to address the net tangible assets requirement, in part, by the conversion
of intercompany debt to equity of Scilex pursuant to the terms of the Debt Exchange Agreement described in Amendment No. 4. Disclosure
regarding the Debt Exchange Agreement has been made on pages 1, 6 through 7, 23 through 24, 136, 144, 286, 290, 354 through 355 and F-95.

The Company has also executed an amendment
to the Merger Agreement to, among other things, provide for the consideration to be received by the holder of Scilex Preferred Stock
in the business combination. Disclosure regarding such amendment and the consideration to be paid to the holder of Scilex Preferred Stock
has been made on the cover page and pages 1, 2, 6, 23, 116, 135 through 138 and 144.

The Company has revised the redemption
scenarios and beneficial ownership tables on pages 10, 31, 33 through 34, 131 through 132, 280 through 281 and 317 through 319 to account for the additional issuance of equity to the holder of Scilex Preferred Stock.

Activities taken by Vickers's affiliates
to purchase, directly or indirectly, Vickers Ordinary Shares..., page 104

 4. We note the statement that your
                                            affiliates may purchase shares and/or warrants with the purpose of voting them in favor of
                                            the Business Combination and that such purchases may be made at a premium purchase price.
                                            We further note your response to prior comment 40 indicating that you may enter into agreements
                                            with certain shareholders in which such shareholders agree not to redeem. Please explain
                                            how such purchases and activities would comply with the requirements of Rule 14e-5 under
                                            the Exchange Act. Consider the guidance provided by Tender Offer Rules and Schedules
                                            Compliance and Disclosure Interpretation Question 166.01 in your response.

Response:
The Company acknowledges the requirements set forth in Question 166.01 and Amendment No. 2 had been revised to delete the referenced
Risk Factor. In the event the Company determines to enter into any agreements regarding non-redemption, it will comply with the referenced
disclosure requirements and further understands that shares purchased in the open market by insiders cannot be voted in conjunction with
the Business Combination.

    3

    September 13, 2022

    Page 4

Please do not hesitate to contact Joan S. Guilfoyle, Esq.
at (202) 524-8467 if you require additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb &
    Loeb LLP

    cc:
    Mitchell Nussbaum, Esq.

    Loeb & Loeb LLP

Joan S. Guilfoyle, Esq.

Loeb & Loeb LLP

Jeffrey Chi

Vickers Vantage Corp. I.

Chris Ho

Vickers Vantage Corp. I.

Mhamed Mengad

Vickers Vantage Corp. I.

Henry Ji, Ph.D.

Scilex Holding Company

Jaisim Shah,

Scilex Holding Company

Jeffrey Hartlin, Esq.

Paul Hastings LLP

Elizabeth Razzano, Esq.

Paul Hastings LLP

    4

CORRESP
1
filename1.htm

    Direct        202.524.8467

Main          202.618.5000

Fax             202.618.5001

Via Edgar

    August 10, 2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
     Vickers Vantage Corp. I

    Amendment No.
2 to Registration Statement on Form S-4

    Filed July 21,
2022

    File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client, Vickers
Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we respond to the comments of the staff
of the Office of Life Sciences of the Division of Corporation Finance (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) contained in the Staff’s letter dated August 1, 2022 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-4 filed on July 21, 2022 (the “Registration
Statement”).

Concurrent herewith, the Company
has filed via EDGAR its Amendment No. 3 to the Registration Statement (“Amendment No. 3”), which reflects the
Company’s responses to the comments received by the Staff and certain other updated information.

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses
set forth below refer to the page numbers in Amendment No. 3. All capitalized terms used but not defined in this response letter have
the meanings ascribed to such terms in Amendment No. 3.

    August 10, 2022

    Page 2

Amendment No. 2 to Registration Statement
on Form S-4

Questions and Answers About
the Business Combination and the Meeting, page 5

    1.
    We note your response to prior comment 2. Please revise this section to include a Q&A discussing the material U.S. federal income tax consequences to Vickers shareholders who exercise their redemption rights.

Response: The Company
respectfully advises the Staff that it has re-inserted the Q&A discussing the material U.S. federal income tax consequences to Vickers
shareholders who exercise their redemption rights on pages 12 to 13, which had been inadvertently deleted from Amendment No. 2.

Proposal 1 – The Business
Combination Proposal

Background of the Business Combination,
page 118

    2.
    We note your response to prior comment 6 and reissue in part. Your disclosure elsewhere in the prospectus indicates that the valuation ascribed to Scilex in the merger is $1.5 billion less certain Scilex indebtedness. Please revise to provide more detailed disclosure regarding how the parties negotiated and agreed on this valuation. In your revisions, please describe the analysis that Vickers conducted to determine that the final valuation was reasonable. To the extent that the only valuation analysis conducted by Vickers was the review of Scilex's financial projections from Q1 2021 and the Redwood Projections from April 2021 referenced in the disclosure, please so state and discuss the reasons why Vickers' management and board of directors did not conduct additional valuation review or analysis prior to the signing of the Merger Agreement in March 2022. Please also quantify Sorrento's January 2021 valuation of Scilex and revise to disclose the reasons Vickers board did not consider this valuation.

Response: Pages 127 to 128 have
been revised in accordance with the Staff’s comment.

Proposal 1 – The Business Combination Proposal

Background of the Business Combination, page 118

3. We note your disclosure that the Scilex Management Projections were prepared in the first quarter of
2021 while Sorrento did not acquire the rights to SP-104 until April 2021. Please further expand your disclosure to explain how you were
able to reasonably estimate revenue projections for SP-104 prior to its acquisition. Similarly, please explain how Redwood was also able
to estimate the costs of sales using confidential negotiated contract prices with the manufacturer prior to acquisition.

Response: Page 127 has
been revised in accordance with the Staff’s comment regarding SP-104. The Company respectfully advises the Staff that, with respect
to the comment regarding estimated costs of sales, Scilex shared the confidential negotiated contract prices with Redwood pursuant to
a non-disclosure agreement. Scilex indicated that such pricing was confidential in the Registration Statement because it cannot publicly
disclose those assumptions.

    2

    August 10, 2022

    Page 3

4. As previously requested in the first bullet to prior comment 8, please disclose the date Redwood prepared
the projections and when those projections were received by Scilex management. Further, explain why the Vickers Board received the Redwood
projections in April 2021 when the non-disclosure agreement was not entered into until June 9, 2021.

Response: Page 127 has
been revised in accordance with the Staff’s comment. The Company respectfully advises the Staff that, while the Redwood Projections
were generally discussed among the parties prior to the execution of the non-disclosure agreement, the Vickers Board did not receive a
copy of the Redwood Projections until June 2021.

5. Please expand your disclosures for footnote 4 to the Scilex Management Projections, to clarify that
the assumption SP-102 would receive regulatory approval in the first half of 2022 with commercialization in the second half of 2022 was
not met. Similarly, please clarify whether the expectations for the receipt of regulatory approval and commercialization for SP-103 and
SP-104 remain consistent with the expectations used in preparing the projections.

Response: Pages 128 to 129 have been revised in accordance with the Staff’s comment.

6. For the Redwood Projections, please expand footnotes 4 and 5 to address those years that do not appear to be consistent with the
disclosure in terms of how the amount was estimated. In this regard, we note that operating expenses for fiscal year 2023 only increased
1.7%, fiscal years 2025 and 2028 declined. Similarly, total other income & expense for fiscal years 2027 through 2030 increase well
over the 4-5% disclosed increase.

Response: Pages 130 to 131 have
been revised in accordance with the Staff’s comment.

    3

    August 10, 2022

    Page 4

Index to Financial Statements

15. Subsequent Events

Sorrento Cash Contribution, page F-79

 7. Please revise your disclosure to appropriately characterize this transaction and to provide context
for the transaction. Refer to your response to prior comment 15 in your letter dated July 20, 2022 and to the FASB Codification’s
Master Glossary for the definition of contribution.

Response: Page F-79
has been revised in accordance with the Staff’s comment.

General

 8. We note your response to prior comment 16. We also note disclosure on page 196 and 288 stating Scilex
relied upon input from its financial advisors regarding trends for similar transactions in determining the interim redemption scenario.
Please reconcile your disclosure or advise.

Response: Pages 198 and 290 have been revised in accordance with the Staff’s comment. The Company would like to supplement its response to prior comment
16. The Company had also engaged EF Hutton, a division of Benchmark Investments, LLC in December, 2021 for the purpose of assisting with
a potential PIPE in connection with this transaction but ultimately the parties did not pursue this option. The Company has not received
any notification that EF Hutton is seeking to end its involvement with this transaction either. Scilex has informed us that it did not
engage any financial advisor in connection with the transaction.

9. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: Our Sponsors,
Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd, are both foreign persons as they are funds formed under Singapore
law and managed by a Singapore manager (the “Singapore Manager”).The Singapore Manager has 2 shareholders owning
more than 10%, one of whom is Singaporean and the other is American. The Singapore Manager has an investment committee comprising two
Singapore nationals, one Chinese national and one American.

    4

    August 10, 2022

    Page 5

Jeffrey Chi, our Chief Executive
Officer, and Chris Ho, our Chief Financial Officer, may be deemed to have voting and dispositive power over the shares of the Company
held by the Sponsors, and they are both US nationals who control the SPAC. In response to the Staff’s comment, the Company has revised
the disclosure on pages 35 and 106 of Amendment No. 3 to include a Risk Factor discussing the potential risks in accordance with the
Staff’s comment.

Please do not hesitate to contact Joan Guilfoyle
at (202) 524-8467 if you require additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

    cc:

    Mitchell Nussbaum, Esq.

    Loeb & Loeb LLP

    Joan Guilfoyle, Esq.

Loeb & Loeb LLP

    Jeffrey Chi

Vickers Vantage Corp. I.

    Chris Ho

Vickers Vantage Corp. I.

    Mhamed Mengad

Vickers Vantage Corp. I.

    Henry Ji, Ph.D.

Scilex Holding Company

    Jaisim Shah,

Scilex Holding Company

    Jeffrey Hartlin, Esq.

Paul Hastings LLP

    Elizabeth Razzano, Esq.

Paul Hastings LLP

    5

United States securities and exchange commission logo
August 1, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Amendment No. 2 to Registration Statement on Form S-4
Filed July 21, 2022
File No. 333-264941
Dear Dr. Chi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Meeting, page 5
1.We note your response to prior comment 2. Please revise this section to include a Q&A
discussing the material U.S. federal income tax consequences to Vickers shareholders who
exercise their redemption rights.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 118
2.We note your response to prior comment 6 and reissue in part. Your disclosure elsewhere
in the prospectus indicates that the valuation ascribed to Scilex in the merger is $1.5

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 August 1, 2022 Page 2
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
August 1, 2022
Page 2
billion less certain Scilex indebtedness. Please revise to provide more detailed disclosure
regarding how the parties negotiated and agreed on this valuation. In your revisions,
please describe the analysis that Vickers conducted to determine that the final valuation
was reasonable. To the extent that the only valuation analysis conducted by Vickers was
the review of Scilex's financial projections from Q1 2021 and the Redwood Projections
from April 2021 referenced in the disclosure, please so state and discuss the reasons why
Vickers' management and board of directors did not conduct additional valuation review
or analysis prior to the signing of the Merger Agreement in March 2022. Please also
quantify Sorrento's January 2021 valuation of Scilex and revise to disclose the reasons
Vickers board did not consider this valuation.
Proposal 1 - The Business Combination Proposal
Certain Scilex Projected Financial Information, page 126
3.We note your disclosure that the Scilex Management Projections were prepared in the first
quarter of 2021 while Sorrento did not acquire the rights to SP-104 until April 2021.
Please further expand your disclosure to explain how you were able to reasonably estimate
revenue projections for SP-104 prior to its acquisition.  Similarly, please explain how
Redwood was also able to estimate the costs of sales using confidential negotiated
contract prices with the manufacturer prior to acquisition.
4.As previously requested in the first bullet to prior comment 8, please disclose the date
Redwood prepared the projections and when those projections were received by Scilex
management.  Further, explain why the Vickers Board received the Redwood projections
in April 2021 when the non-disclosure agreement was not entered into until June 9, 2021.
5.Please expand your disclosures for footnote 4 to the Scilex Management Projections, to
clarify that the assumption SP-102 would receive regulatory approval in the first half of
2022 with commercialization in the second half of 2022 was not met.  Similarly, please
clarify whether the expectations for the receipt of regulatory approval and
commercialization for SP-103 and SP-104 remain consistent with the expectations used in
preparing the projections.
6.For the Redwood Projections, please expand footnotes 4 and 5 to address those years that
do not appear to be consistent with the disclosure in terms of how the amount was
estimated.  In this regard, we note that operating expenses for fiscal year 2023 only
increased 1.7%, fiscal years 2025 and 2028 declined.  Similarly, total other income
& expense for fiscal years 2027 through 2030 increase well over the 4-5% disclosed
increase.
Index to Financial Statements
15. Subsequent Events
Sorrento Cash Contribution, page F-79
7.Please revise your disclosure to appropriately characterize this transaction and to provide

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 August 1, 2022 Page 3
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
August 1, 2022
Page 3
context for the transaction.  Refer to your response to prior comment 15 in your letter
dated July 20, 2022 and to the FASB Codification’s Master Glossary for the definition of
contribution.
General
8.We note your response to prior comment 16. We also note disclosure on page 196 and 288
stating Scilex relied upon input from its financial advisors regarding trends for similar
transactions in determining the interim redemption scenario. Please reconcile your
disclosure or advise.
9.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

CORRESP
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    901 New York Avenue, NW

    Suite 300 East

    Washington, DC 20001

    Direct

    Main

    Fax
    202.524.8467

    202.618.5000

    202.618.5001

Via Edgar

  July 20,
2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vickers
    Vantage Corp. I

Amendment No. 1 to Registration Statement
on Form S-4

Filed June 27, 2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client,
Vickers Vantage Corp. I, a Cayman Islands exempted company (the “Company”), we respond to the comments of the
staff of the Office of Life Sciences of the Division of Corporation Finance (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated July 11,
2022 (the “Comment Letter”) with respect to Amendment No. 1 to the above-referenced Registration Statement
on Form S-4 filed on June 27, 2022 (the “Amendment No. 1”).

Concurrent herewith, the
Company has filed via EDGAR its Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”),
which reflects the Company’s responses to the comments received by the Staff and certain other updated information. In particular,
Amendment No. 2 reflects the results of the Company’s extraordinary general meeting called for the purpose of amending its
governing documents to extend the term in which it may complete its initial business combination. The extension was approved. In connection
with the consideration of the extension proposal, the Company was required to permit public shareholders to redeem their shares. A total
of 4,073,605 public shares were redeemed at $10.25 per share.

For ease of reference, each
comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in
the responses set forth below refer to the page numbers in Amendment No. 2. All capitalized terms used but not defined in this
response letter have the meanings ascribed to such terms in Amendment No. 2.

    July 20,
                                            2022

    Page 2

Amendment No. 1 to Registration Statement
on Form S-1

Questions and Answers About the Business Combination
and the Meeting.

What are the possible sources and the extent
of dilution that public shareholders who elect not to redeem their shares…; page 8

    1.
    We
    note your response to prior comment 4 and revised disclosure. Please revise your response to the newly-added question at the top
    of page 8 to include a discussion of potential sources of dilution from transactions that may be necessary to complete the Business
    Combination, such as the potential PIPE or the conversion of Scilex debt into equity securities, as discussed in your response to
    prior comment 40. To the extent any such dilutive transactions are completed prior to the effectiveness of the proxy statement/prospectus,
    please also revise the ownership table on page 8 to account for these additional equity issuances.

Response:
The Company respectfully advises the Staff that the parties continue to evaluate the best means to address the net tangible assets requirement.
The parties acknowledge the requirement that the dilution disclosure and other portions of the proxy statement/prospectus will need to
be revised when a final decision has been made.

What are the U.S. federal income tax consequences
of exercising my redemption rights?, page 13

    2.
    We
    note your response to prior comment 20 and reissue in part. Please revise your disclosure
    on page 13 to state that your discussion of tax consequences related to the Business Combination constitutes the opinion of
    counsel.

Response:
As discussed with the Staff, the Company respectfully requests that the Staff reconsider this comment. The tax opinion to be given relates
only to the U.S. federal income tax implications of the Domestication to U.S. Holders of Vickers securities; not the Business Combination.
Moreover, the Company believes it would be contextually inaccurate to add the requested statement in the Q&A relating to the U.S.
federal income tax consequences of exercising redemption rights. The Company has added a new Q&A on pages 12 through 13
discussing the U.S. federal income tax implications of the Domestication, which includes the requested statement.

Risk Factors

Risks Related to Scilex’s Intellectual
Property, page 62

3. Your disclosure on page 251
                                            indicates that Scilex’s litigation expenses increased by $6.6 million during the year
                                            ended December 31, 2021 and that such increase was related to ZTlido patent infringement
                                            in which Scilex was the plaintiff. Please revise your disclosure in this section of the proxy
                                            statement/prospectus to discuss this increase in litigation expenses related to patent infringement.
                                            To the extent material, please also revise here and within Business to disclose the current
                                            status of these legal proceedings.

Response:
The Company respectfully advises the Staff that the attribution of the litigation expense increase to the ZTlido patent infringement
was incorrect. Instead, the increase was due to the pending Sanofi-Aventis & Hisamitsu Litigation and Former Employee Litigation
described in the section titled “Business of Scilex – Legal Proceedings.” Pages 261 through 262 and
270 have been revised in accordance with the Staff’s comments.

    July 20,
                                            2022

    Page 3

Activities taken by Vickers’s affiliates
to purchase, directly or indirectly, Vickers Ordinary Shares…, page 104

4. We note the statement that your affiliates
                                            may purchase shares and/or warrants with the purpose of voting them in favor of the Business
                                            Combination and that such purchases may be made at a premium purchase price. We further note
                                            your response to prior comment 40 indicating that you may enter into agreements with certain
                                            shareholders in which such shareholders agree not to redeem. Please explain how such purchases
                                            and activities would comply with the requirements of Rule 14e-5 under the Exchange Act.
                                            Consider the guidance provided by Tender Offer Rules and Schedules Compliance and Disclosure
                                            Interpretation Question 166.01 in your response.

Response:
The Company hereby acknowledges the requirements set forth in Question 166.01 and Amendment No. 2 has been revised to delete the
referenced Risk Factor. In the event the Company determines to enter into any agreements regarding non-redemption, it will comply with
the referenced disclosure requirements and further understands that shares purchased in the open market by insiders cannot be voted in
conjunction with the Business Combination.

Proposal 1 - The Business Combination Proposal

Background of the Business Combination,
page 112

5. We note your response to prior comment
                                            16 and reissue in part. Please revise your discussion of the negotiation with Company X to
                                            specify which terms Vickers and Company X were unable
to agree upon.

Response:
Page 120 has been revised in accordance with the Staff’s comment.

6. We note your response to prior 17
                                            and reissue in part. Please quantify the initial valuation discussed with Scilex prior to
                                            your November 18, 2021 meeting, describe how Vickers arrived at this valuation and describe
                                            subsequent valuation adjustments leading to the final valuation as well as the reasons driving
                                            any such adjustments. Please also disclose the valuation proposed by Scilex in June/July 2021.
                                            Finally, please disclose Sorrento's valuation of Scilex in January 2021 and disclose
                                            the reasons why Vickers did not consider this valuation in its evaluation of the transaction.

Response:
Pages 120 and 126 have been revised in accordance with the Staff’s comment to disclose the valuation proposed in
June/July 2021 and the valuation proposed on November 18, 2021 as well as the rationale for the adjustments between the
two. For the Staff’s information, the Company did not take into consideration the price paid by Sorrento in January 2021
for the 34,889,868 shares of Scilex common stock that it purchased as the Company did not deem it to be an appropriate indicator for
the value of the entire entity. The purchase price for those shares was privately negotiated between a willing buyer and seller for
a minority stake in a privately held company as compared to a transaction involving the entire company.

    July 20,
                                            2022

    Page 4

Certain Scilex Projected Financial Information,
page 120

 7. We note your response to prior comment 18 and reissue. Disclaimers
in this section continue to caution readers not to rely on the projections in making decisions regarding the transaction. Please revise
to remove the language indicating investors should not rely on your disclosure.

Response:
Pages 129 through 130 have been revised in accordance with the Staff’s comment.

Proposal 1 – The Business Combination
Proposal

Certain Scilex Projected Financial Information,
page 120

 8. We note the expanded disclosures
                                            you provided in response to prior comment 19. We remind you that the level of detail provided
                                            for each of the two projections presented must be sufficient enough for an investor to understand
                                            the reasonableness of the assumptions underlying the projections as well as the inherent
                                            limitations on the reliability of projections in order to make informed investment decisions.
                                            Please further expand your disclosures to address each of the following areas.

 • Clarify
                                            if the date Redwood was commissioned to prepare the projections is also the date the projections
                                            were prepared as of and received by Scilex management.

 • Explain
                                            why SP-104 has been included in both projections that were prepared in 2021, given that Sorrento
                                            entered into the Aardvark Asset Purchase Agreement for SP-104 in April 2021 and was
                                            not acquired by Scilex from Sorrento until May 12, 2022.

 • Clarify
                                            how you concluded that a projection of revenues and the related expenses to Arrive at net
                                            income for 10 to 11 years is customary in the pharmaceutical industry for pipeline projects
                                            and what facts and circumstances specific to Scilex and the corresponding product candidates
                                            made it reasonable to project this far out.

    July 20,
                                            2022

    Page 5

 • Explain
                                            how the Vickers Board considered and relied upon the projected financial information, particularly
                                            in light of the length of the projections and that the majority of the forecasted revenue
                                            is for unapproved product candidates. Please provide disclosure to address the fact your
                                            commercialized product did not meet revenue expectations under the Scilex Pharma Notes and
                                            explain how this impacts consideration of the projections.

 • For
                                            the Scilex Management Projections, explain your basis for assuming 100% regulatory approval
                                            for all of your product candidates and your basis for the assumed timeframe of regulatory
                                            approval and commercial launch. For SP-102, you note that commercialization is assumed to
                                            launch in early 2024; explain why you have included revenue prior to this launch. For each
                                            product candidate, identify the market and geographical regions for the revenue projections
                                            and the specific market growth rates and projected market rate penetrations for each product
                                            candidate. Explain how the market rate growth and market rate penetrations were determined.
                                            Explain the basis for assuming growth rates over such an extended period of time.

 • For
                                            the Redwood Projections, discuss material assumptions used to develop the projections, including
                                            when each projection assumes each product candidate will obtain regulatory approval by market,
                                            the length of time from approval to commercial availability, assumptions about market acceptance
                                            / penetration rates, market growth rates, the impact of competition, and any other factors
                                            or contingencies that would affect the projections. To the extent your projections are based
                                            on multiple scenarios, discuss that fact, identify the various scenarios used, and how each
                                            scenario was weighted. Considering the majority of the revenue projections are for unapproved
                                            product candidates that may not receive FDA approval, provide a discussion of the process
                                            undertaken to formulate these assumptions. Provide a more comprehensive discussion of the
                                            material assumptions used to determine projected cost of sales, operating expenses and other
                                            expenses. Address the appropriateness of referring to the last line item net income, as it
                                            does not appear to consider financing, foreign currency or taxes based on Scilex’s
                                            facts and circumstances as of the preparation date.

Response:
Pages 126 through 129 have been revised in accordance with the Staff’s comment.

The Company respectfully requests that
the Staff reconsider its comment in the fourth bullet point regarding the request for disclosure to address the fact that Scilex’s
commercialized product did not meet revenue expectations under the Scilex Pharma Notes.  The revenue expectations under the Scilex
Pharma Notes were developed in May 2018 by a stand-alone third party consultant that was engaged by the bondholders in connection
w

United States securities and exchange commission logo
July 11, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Amendment No. 1 to Registration Statement on Form S-4
Filed June 27, 2022
File No. 333-264941
Dear Dr. Chi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Meeting
What are the possible sources and the extent of dilution that public shareholders who elect not to
redeem their shares..., page 8
1.We note your response to prior comment 4 and revised disclosure. Please revise your
response to the newly-added question at the top of page 8 to include a discussion of
potential sources of dilution from transactions that may be necessary to complete the
Business Combination, such as the potential PIPE or the conversion of Scilex debt into
equity securities, as discussed in your response to prior comment 40. To the extent any
such dilutive transactions are completed prior to the effectiveness of the proxy

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 July 11, 2022 Page 2
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
July 11, 2022
Page 2
statement/prospectus, please also revise the ownership table on page 8 to account for these
additional equity issuances.
What are the U.S. federal income tax consequences of exercising my redemption rights?, page 13
2.We note your response to prior comment 20 and reissue in part. Please revise your
disclosure on page 13 to state that your discussion of tax consequences related to the
Business Combination constitutes the opinion of counsel.
Risk Factors
Risks Related to Scilex's Intellectual Property, page 62
3.Your disclosure on page 251 indicates that Scilex's litigation expenses increased by $6.6
million during the year ended December 31, 2021 and that such increase was related to
ZTlido patent infringement in which Scilex was the plaintiff. Please revise your disclosure
in this section of the proxy statement/prospectus to discuss this increase in litigation
expenses related to patent infringement. To the extent material, please also revise here and
within Business to disclose the current status of these legal proceedings.
Activities taken by Vickers's affiliates to purchase, directly or indirectly, Vickers Ordinary
Shares..., page 104
4.We note the statement that your affiliates may purchase shares and/or warrants with the
purpose of voting them in favor of the Business Combination and that such purchases may
be made at a premium purchase price. We further note your response to prior comment 40
indicating that you may enter into agreements with certain shareholders in which such
shareholders agree not to redeem. Please explain how such purchases and activities would
comply with the requirements of Rule 14e-5 under the Exchange Act. Consider the
guidance provided by Tender Offer Rules and Schedules Compliance and Disclosure
Interpretation Question 166.01 in your response.
Proposal 1 - The Business Combination Proposal
Background of the Business Combination, page 112
5.We note your response to prior comment 16 and reissue in part. Please revise your
discussion of the negotiation with Company X to specify which terms Vickers and
Company X were unable to agree upon.
6.We note your response to prior 17 and reissue in part. Please quantify the initial valuation
discussed with Scilex prior to your November 18, 2021 meeting, describe how Vickers
arrived at this valuation and describe subsequent valuation adjustments leading to the final
valuation as well as the reasons driving any such adjustments. Please also disclose the
valuation proposed by Scilex in June/July 2021. Finally, please disclose Sorrento's
valuation of Scilex in January 2021 and disclose the reasons why Vickers did not consider
this valuation in its evaluation of the transaction.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 July 11, 2022 Page 3
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
July 11, 2022
Page 3
Certain Scilex Projected Financial Information, page 120
7.We note your response to prior comment 18 and reissue. Disclaimers in this section
continue to caution readers not to rely on the projections in making decisions regarding
the transaction. Please revise to remove the language indicating investors should not rely
on your disclosure.
Proposal 1 - The Business Combination Proposal
Certain Scilex Projected Financial Information, page 120
8.We note the expanded disclosures you provided in response to prior comment 19.  We
remind you that the level of detail provided for each of the two projections presented must
be sufficient enough for an investor to understand the reasonableness of the assumptions
underlying the projections as well as the inherent limitations on the reliability of
projections in order to make informed investment decisions.  Please further expand your
disclosures to address each of the following areas.
•Clarify if the date Redwood was commissioned to prepare the projections is also the
date the projections were prepared as of and received by Scilex management.
•Explain why SP-104 has been included in both projections that were prepared in
2021, given that Sorrento entered into the Aardvark Asset Purchase Agreement for
SP-104 in April 2021 and was not acquired by Scilex from Sorrento until May 12,
2022.
•Clarify how you concluded that a projection of revenues and the related expenses to
arrive at net income for 10 to 11 years is customary in the pharmaceutical industry for
pipeline projects and what facts and circumstances specific to Scilex and the
corresponding product candidates made it reasonable to project this far out.
•Explain how the Vickers Board considered and relied upon the projected financial
information, particularly in light of the length of the projections and that the majority
of the forecasted revenue is for unapproved product candidates.  Please provide
disclosure to address the fact your commercialized product did not meet revenue
expectations under the Scilex Pharma Notes and explain how this impacts
consideration of the projections.
•For the Scilex Management Projections, explain your basis for assuming 100%
regulatory approval for all of your product candidates and your basis for the assumed
timeframe of regulatory approval and commercial launch.  For SP-102, you note that
commercialization is assumed to launch in early 2024; explain why you have
included revenue prior to this launch.  For each product candidate, identify the market
and geographical regions for the revenue projections and the specific market growth
rates and projected market rate penetrations for each product candidate.  Explain how
the market rate growth and market rate penetrations were determined.  Explain the
basis for assuming growth rates over such an extended period of time.
•For the Redwood Projections, discuss material assumptions used to develop the
projections, including when each projection assumes each product candidate will
obtain regulatory approval by market, the length of time from approval to commercial

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 July 11, 2022 Page 4
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
July 11, 2022
Page 4
availability, assumptions about market acceptance / penetration rates, market growth
rates, the impact of competition, and any other factors or contingencies that would
affect the projections. To the extent your projections are based on multiple scenarios,
discuss that fact, identify the various scenarios used, and how each scenario was
weighted. Considering the majority of the revenue projections are for unapproved
product candidates that may not receive FDA approval, provide a discussion of the
process undertaken to formulate these assumptions.  Provide a more comprehensive
discussion of the material assumptions used to determine projected cost of sales,
operating expenses and other expenses.  Address the appropriateness of referring to
the last line item net income, as it does not appear to consider financing, foreign
currency or taxes based on Scilex’s facts and circumstances as of the preparation
date.
Business of Scilex
Material Agreements, page 223
9.We note your disclosure that Scilex’s net profits for ZTlido and SP-103 have not exceeded
five percent of net sales. Please revise your discussion of the Product Development
Agreement to state, if true, that Itochu and Oishi currently have, or previously had, the
right to terminate this agreement. To the extent that Itochu and Oishi currently have the
right to terminate the Product Development Agreement, please revise the Summary of the
Proxy Statement to disclose this information.
10.We note your response to prior comment 23. However, we do not note any revised
disclosure in the corresponding section describing the material terms of Scilex's
acquisition of Semnur. Please revise or advise.
11.Please revise your discussion of the Romeg License and Commercialization Agreement to
provide a more defined royalty range that does not exceed ten percentage points.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Scilex, page 245
12.Please expand your disclosures to specifically note that no research and development
expenses have been recognized in your historical financial statements for SP-104.  Also
consider disclosing the amount of research and development expenses incurred by
Sorrento for SP-104.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Description of the Business Combination, page 273
13.We note the expanded disclosures you provided in response to prior comment 39,
including your statement that the Specified Indebtedness Amount is $112 million as of the
date of the proxy statement/prospectus and is the amount used to calculate the
138,758,675 shares to be transferred to Scilex common stockholders and optionholders.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 July 11, 2022 Page 5
 FirstName LastName
Jeffrey Chi
Vickers Vantage Corp. I
July 11, 2022
Page 5
However, your disclosures indicate that the amount is $69.4 million.  Please revise your
disclosures to address this difference here and elsewhere this information is disclosed in
the Form S-4 (e.g., page 38 in the Risk Factors section) and revise the number of shares to
be transferred at consummation of this transaction, as appropriate.
14.We note that with Amendment No. 4 to the Indenture of the Scilex Pharma Notes, Scilex
has the option to repurchase $41.4 million of the outstanding balance with the remaining
$28 million forgiven and discharged on or before September 30, 2022.  Please disclose
Scilex’s intent with regards to this option and provide disclosures for the impact to the
number of shares issued to Scilex’s common stockholders and optionholders.  Please also
include this information as a footnote to the table reflecting the Total Shares at the Closing
on page 268 and throughout the Form S-4 where this information is provided.
Index to Financial Statements
Consolidated Statements of Stockholders Deficit, page F-78
15.We note your disclosure on page F-75 that Sorrento provided a cash contribution of $23
million on March 30, 2022.  However, we did not note such contribution included in this
statement or as a financing cash flow in your Consolidated Statements of Cash Flows.
Please address this inconsistency.
General
16.We note that Maxim Group LLC was the underwriter for the initial public offering of the
SPAC. We also note press reports that certain financial advisors are ending
their involvement in SPAC business combination transactions. Please tell us, with a view
to disclosure, whether you have received notice from this institution about ceasing
involvement in your transaction and how that may impact your deal or any
deferred compensation owed to such company. In addition, identify the financial advisors
who served Scilex, or any other financial advisor that served Vickers, in connection with
the proposed transaction, and provide similar disclosure as applicable.
            You may contact Tracey Houser at 202-551-3736 or Terence O'Brien at 202-551-3355 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

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    345 Park Avenue

New York, NY 10154
    Direct

                                                                 Main

                                                                 Fax

    212.407.4000

212.407.4000

212.407.4990

Via Edgar

    June 24, 2022

Tyler Howes

Alan Campbell

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Vickers
Vantage Corp. I

Registration
Statement on Form S-4 Filed May 13, 2022

File No. 333-264941

Dear Mr. Howes and Mr. Campbell:

On behalf of our client, Vickers Vantage Corp.
I, a Cayman Islands exempted company (the “Company”), we respond to the comments of the staff of the Office
of Life Sciences of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”) contained in the Staff’s letter dated June 9, 2022 (the “Comment
Letter”) with respect to the above-referenced Registration Statement on Form S-4 filed on May 13, 2022 (the “Registration
Statement”).

Concurrent herewith, the Company has filed via
EDGAR its Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”), which
reflects the Company’s responses to the comments received by the Staff and certain other updated information.

For ease of reference, each comment contained in
the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth
below refer to the page numbers in Amendment No. 1. All capitalized terms used but not defined in this response letter have
the meanings ascribed to such terms in Amendment No. 1.

    June 24,
    2022

    Page 2

Registration Statement on Form S-1

Cover Page

    1.
    We note your disclosure on page 30 and elsewhere that New Scilex will be a controlled company following the completion of the Business Combination. Please revise your cover page to state that you will be controlled company following the completion of the Business Combination, identify the controlling shareholder, including their ownership percentage, and state whether you plan to rely on any of the corporate governance exemptions available to controlled companies following the completion of the Business Combination.

Response:
The cover page has been revised in accordance with the Staff’s comment.

    2.
    Please revise the cover page to disclose the expected ownership percentages in the combined company of Vickers's public stockholders, the Sponsor and the Scilex stockholders if the maximum amount of redemptions of Vickers's ordinary shares occurs.

Response:
The cover page has been revised in accordance with the Staff’s comment.

Market and Industry Data, page i

 3. We note your statements that (i) you have not independently
                                            verified the market and industry data contained in the proxy statement/prospectus or the
                                            associated underlying assumptions and (ii) your research has not been verified
                                            by any independent source. These statements may imply an inappropriate disclaimer of responsibility
                                            with respect to such information. Please either delete these statements or specifically
                                            state that you are liable for such information.

Response:
In accordance with our telephone conversation with the Staff on June 13, 2022, we understand that the Staff believes this comment
has been adequately addressed by the existing verbiage of this section and no further revisions are required in Amendment No. 1.

Questions and Answers About the Business Combination and
the Meeting What equity stake will current Vickers shareholders and Scilex stockholders hold in New Scilex after the closing?,
page 7

 4. Please revise the response to this question to include a sensitivity
                                            analysis showing a range of redemption scenarios, including minimum, maximum and interim
                                            redemption levels. Please also revise to disclose all possible sources and extent of
                                            dilution that shareholders who elect not to redeem their shares may experience in connection
                                            with the business combination. Provide disclosure of the impact of each significant source
                                            of dilution, including the amount of equity held by founders, convertible securities, including
                                            warrants retained by redeeming shareholders, at each of the redemption levels detailed in
                                            your sensitivity analysis, including any needed assumptions.

Response:
A new Q&A disclosing the requested information has been added to pages 7 in accordance with the Staff’s comment.

    2

    June 24,
    2022

    Page 3

Did the Vickers Board obtain a third-party valuation or fairness
opinion in determining whether to proceed with the Business Combination?, page 8

 5. Please revise the response to this question to (i) reflect
                                            your disclosure on page 110 that Dr. Jeffrey Chi, your chief executive officer,
                                            was a board member of Aardvark Therapeutics ("Aardvark") at the time that
                                            Aardvark sold certain IP to Sorrento, which IP appears to have been subsequently assigned
                                            to Scilex; (ii) state, if true, that an entity affiliated with Dr. Chi previously
                                            invested alongside Sorrento in one of Aardvark's financing rounds; and (iii) the CEO
                                            of Aardvark is also a board member and shareholder of Scilex and suggested Scilex to you
                                            as a potential business combination partner. Please also revise here and on page 110
                                            to clarify whether your Board considered these potential conflicts of interest in evaluating
                                            the terms of the Business Combination and what steps, if any, your Board took to mitigate
                                            any such potential conflicts.

Response:
The response to the referenced Q&A on pages 7 through 8 and the disclosure on page 118 have been revised in accordance with the Staff’s comment.
Vickers did not believe that the relationships presented a conflict of interest as the transaction between Aardvark and Scilex
pre-dated the period of time when Vickers began to consider Scilex as a potential partner.

Do any of Vickers's directors or officers have interests that
may conflict with my interests with respect to the Business Combination?, page 8

 6. Please revise the response to this question to quantify the aggregate dollar amount of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the
company’s officers and directors, if material.

Response:
Page 8 has been revised in accordance with the Staff’s comment.

    3

    June 24,
    2022

    Page 4

Summary of the Proxy Statement

Scilex Holding Company, page 17

 7. Please remove the "first-in-class" and "best-in-class" references here and throughout the prospectus as appropriate
as these statements are speculative in light of the current regulatory status of your product candidates.

Response:
Pages 18, 204, 207, and 216 have been revised in accordance with the Staff’s comment.

Merger Consideration, page 18

 8. Please revise your disclosure in this section to quantify the aggregate amount of Specified Indebtedness.

Response:
Pages 20 and 133 have been revised in accordance with the Staff’s comments.

Certain Related Agreements and Arrangements, page 23

 9. Please revise your disclosure here and on page 132 to disclose how many shares of New Scilex Common Stock will have registration
rights following the Closing.

Response:
Pages 25 and 142 have been revised in accordance with the Staff’s comment.

Certain Related Agreements and Arrangements

Underwriting Agreement Amendment, page 23

 10. Please revise this section to disclose (i) the effective underwriting fee on a percentage basis for each redemption level
presented on page 178 and (ii) the material terms of the potential promissory note, including whether the note bears interest.

Response:
Pages 25 through 26, 143, and 294 have been revised in accordance with the Staff’s comment.

Interests of Certain Persons in the Business Combination, page 24

 11. Please disclose the sponsors' and any affiliates’ total potential ownership interest in the combined company,
assuming exercise and conversion of all securities.

Response:
Page 27 has been revised in accordance with the Staff’s comment.

 12. Please clarify if the sponsors or any affiliates can earn a positive rate of return on their investment, even if other
SPAC shareholders experience a negative rate of return in the post-business combination company. Please also highlight the risk that
the sponsors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders
rather than liquidate.

Response:
Page 27 has been revised in accordance with the Staff’s comment.

    4

    June 24,
    2022

    Page 5

Redemption Rights, page 28

 13. We note your statements here and on page 121 indicating
                                            that if a holder exercises redemption rights, such holder "will no longer own securities
                                            of Vickers." Please clarify if the holders of units will retain their Public Warrants
                                            following any potential redemption of their public shares.

Response:
Pages 31, 115 and 132 have been revised in accordance with the Staff’s comment.

Risk Factors, page 31

 14. Disclose the material risks to unaffiliated investors presented by taking Scilex Holding Company public through a merger rather
than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject
to liability for any material misstatements or omissions in a registration statement.

Response:
A new Risk Factor has been added on page 56 in accordance with the Staff’s comment.

Risks Related to Scilex's Limited Operating History, Financial
Condition and Capital Requirements

We have identified a material weakness …, page 36

 15. Please revise to clarify whether the identified errors in your financial statements were corrected with audit adjustments in the
appropriate periods and that the corrections are properly reflected in the accompanying financial statements.

Response:
Page 41 has been revised in accordance with the Staff’s comment.

Background of the Business Combination, page 109

 16. Please revise your disclosure to state why Company X was the first choice of Vickers's management as opposed to Scilex and to describe
the terms upon which Vickers and Company X were unable to reach agreement.

Response:
Page 119 has been revised in accordance with the Staff’s comment.

    5

    June 24,
    2022

    Page 6

 17. Please revise your disclosure to provide a complete description of the valuation negotiations between Vickers and Scilex. In your
revisions, please quantify the initial valuation discussed with Scilex prior to your November 18, 2021 meeting and describe how
Vickers arrived at this valuation. Please also discuss any subsequent adjustment to the valuation and any material factors considered
in reducing the valuation. Also in your revisions, please disclose (i) the public market valuation of Sorrento during the negotiations;
(ii) whether the parties considered Sorrento's market valuation during negotiations; and (iii) describe the reasons for any
variations between Sorrento's public market valuation and the valuation ascribed to Scilex. Finally, please disclose the valuation ascribed
to Scilex in January 2021 when Sorrento acquired 34,889,868 Scilex shares and whether Vickers's Board considered this valuation
in its evaluation of the Business Combination.

Response:
Page 119 has been revised in accordance with the Staff’s comment to disclose factors Vickers considered in its valuation negotiations
with Scilex both initially and in the Fall of 2021 and with respect to Vickers’s consideration of the public market price of Sorrento
during the period of negotiations. With respect to the valuation of Scilex by Sorrento in January 2021, we inform the Staff that
we have been informed by Scilex that the valuation was approximately $200 million. As this did not factor into Vickers’s evaluation
of the valuation for Scilex, we do not believe additional disclosure in Amendment No. 1 is warranted.

Certain Scilex Projected Financial Information, page 116

 18. We note the disclaimers throughout this section that readers are cautioned not to rely on the projections in making a
decision regarding the transaction. While it is acceptable to include qualifying language concerning subjective analyses, it is inappropriate
to indicate that investors cannot rely on disclosure. Please revise accordingly.

Response:
Pages 124 through 128 have been revised in accordance with the Staff’s comment.

Proposal 1 - The Business Combination Proposal

Certain Scilex Projected Financial Information, page 116

 19. Please revise your disclosures for each of the projections included to address each of the following areas.

 · State when these projections were prepared and for what purpose.  To the extent that a material amount of time has passed
since these projections were prepared, disclose whether these projections still reflect management’s views on future performance.

Also discuss whether the Vicker’s Board considered
obtaining updated projections.

    6

    June 24,
    2022

    Page 7

 · Explain why it is reasonable to project revenues out for 10-11 years given that there is only one commercialized product that has
not meet revenue expectations under the Scilex Pharma Notes.

 · Discuss all material
                                            assumptions used to develop the projections, including when each projection assumes each
                                            product candidate will obtain regulatory approval by market, the length of time from approval
                                            to commercial availability, assumptions about market acceptance / penetration rates, market
                                            growth rates, the impact of competition, and any other factors or contingencies that would
                                            affect the projections from materializing.  To the extent your projections are based
                                            on multiple scenarios, discuss that fact, identify the various scenarios used, and how each
                                            scenario was weighted.  Considering the majority of the revenue projections are for
                                            unapproved product candidates that may not receive FDA approval, provide a discussion of
                                            the process undertaken to formulate these assumptions.

 · Provide an analysis of the material differences in assumptions between the two presentations for revenue by product
candidate.  In this regard, we note the Redwood

United States securities and exchange commission logo
June 9, 2022
Jeffrey Chi
Chief Executive Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Registration Statement on Form S-4
Filed May 13, 2022
File No. 333-264941
Dear Dr. Chi:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 13, 2022
Cover Page
1.We note your disclosure on page 30 and elsewhere that New Scilex will be a controlled
company following the completion of the Business Combination. Please revise your cover
page to state that you will be controlled company following the completion of the
Business Combination, identify the controlling shareholder, including their ownership
percentage, and state whether you plan to rely on any of the corporate governance
exemptions available to controlled companies following the completion of the Business
Combination.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 June 9, 2022 Page 2
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
June 9, 2022
Page 2
2.Please revise the cover page to disclose the expected ownership percentages in the
combined company of Vickers's public stockholders, the Sponsor and the Scilex
stockholders if the maximum amount of redemptions of Vickers's ordinary shares occurs.
Market and Industry Data, page i
3.We note your statements that (i) you have not independently verified the market
and industry data contained in the proxy statement/prospectus or the associated
underlying assumptions and (ii) your research has not been verified by any independent
source. These statements may imply an inappropriate disclaimer of responsibility with
respect to such information. Please either delete these statements or specifically state that
you are liable for such information.
Questions and Answers About the Business Combination and the Meeting
What equity stake will current Vickers shareholders and Scilex stockholders hold in New Scilex
after the closing?, page 7
4.Please revise the response to this question to include a sensitivity analysis showing a
range of redemption scenarios, including minimum, maximum and interim redemption
levels. Please also revise to disclose all possible sources and extent of dilution that
shareholders who elect not to redeem their shares may experience in connection with the
business combination. Provide disclosure of the impact of each significant source of
dilution, including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions.
Did the Vickers Board obtain a third-party valuation or fairness opinion in determining whether
to proceed with the Business Combination?, page 8
5.Please revise the response to this question to (i) reflect your disclosure on page 110 that
Dr. Jeffrey Chi, your chief executive officer, was a board member of Aardvark
Therapeutics ("Aardvark") at the time that Aardvark sold certain IP to Sorrento, which IP
appears to have been subsequently assigned to Scilex; (ii) state, if true, that an entity
affiliated with Dr. Chi previously invested alongside Sorrento in one of Aardvark's
financing rounds; and (iii) the CEO of Aardvark is also a board member and shareholder
of Scilex and suggested Scilex to you as a potential business combination partner. Please
also revise here and on page 110 to clarify whether your Board considered these potential
conflicts of interest in evaluating the terms of the Business Combination and what steps, if
any, your Board took to mitigate any such potential conflicts.
Do any of Vickers's directors or officers have interests that may conflict with my interests with
respect to the Business Combination?, page 8
6.Please revise the response to this question to quantify the aggregate dollar amount of what
the sponsor and its affiliates have at risk that depends on completion of a business

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 June 9, 2022 Page 3
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
June 9, 2022
Page 3
combination. Include the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company’s officers and directors, if
material.
Summary of the Proxy Statement
Scilex Holding Company, page 17
7.Please remove the "first-in-class" and "best-in-class" references here and throughout the
prospectus as appropriate as these statements are speculative in light of the current
regulatory status of your product candidates.
Merger Consideration, page 18
8.Please revise your disclosure in this section to quantify the aggregate amount of Specified
Indebtedness.
Certain Related Agreements and Arrangements, page 23
9.Please revise your disclosure here and on page 132 to disclose how many shares of New
Scilex Common Stock will have registration rights following the Closing.
Certain Related Agreements and Arrangements
Underwriting Agreement Amendment, page 24
10.Please revise this section to disclose (i) the effective underwriting fee on a percentage
basis for each redemption level presented on page 178 and (ii) the material terms of the
potential promissory note, including whether the note bears interest.
Interests of Certain Persons in the Business Combination, page 24
11.Please disclose the sponsors' and any affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
12.Please clarify if the sponsors or any affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company. Please also highlight the risk that the sponsors may
be incentivized to complete an acquisition of a less favorable target company or on terms
less favorable to shareholders rather than liquidate.
Redemption Rights, page 28
13.We note your statements here and on page 121 indicating that if a holder exercises
redemption rights, such holder "will no longer own securities of Vickers." Please clarify if
the holders of units will retain their Public Warrants following any potential redemption of
their public shares.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 June 9, 2022 Page 4
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
June 9, 2022
Page 4
Risk Factors, page 31
14.Disclose the material risks to unaffiliated investors presented by taking Scilex Holding
Company public through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.
Risks Related to Scilex's Limited Operating History, Financial Condition and Capital
Requirements
We have identified a material weakness..., page 36
15.Please revise to clarify whether the identified errors in your financial statements were
corrected with audit adjustments in the appropriate periods and that the corrections are
properly reflected in the accompanying financial statements.
Background of the Business Combination, page 109
16.Please revise your disclosure to state why Company X was the first choice of Vickers's
management as opposed to Scilex and to describe the terms upon which Vickers and
Company X were unable to reach agreement.
17.Please revise your disclosure to provide a complete description of the valuation
negotiations between Vickers and Scilex. In your revisions, please quantify the initial
valuation discussed with Scilex prior to your November 18, 2021 meeting and describe
how Vickers arrived at this valuation. Please also discuss any subsequent adjustment to
the valuation and any material factors considered in reducing the valuation. Also in your
revisions, please disclose (i) the public market valuation of Sorrento during the
negotiations; (ii) whether the parties considered Sorrento's market valuation during
negotiations; and (iii) describe the reasons for any variations between Sorrento's public
market valuation and the valuation ascribed to Scilex. Finally, please disclose the
valuation ascribed to Scilex in January 2021 when Sorrento acquired 34,889,868 Scilex
shares and whether Vickers's Board considered this valuation in its evaluation of the
Business Combination.
Certain Scilex Projected Financial Information, page 116
18.We note the disclaimers throughout this section that readers are cautioned not to rely
on the projections in making a decision regarding the transaction. While it is acceptable to
include qualifying language concerning subjective analyses, it is inappropriate to indicate
that investors cannot rely on disclosure. Please revise accordingly.
Proposal 1 - The Business Combination Proposal
Certain Scilex Projected Financial Information, page 116
19.Please revise your disclosures for each of the projections included to address each of the
following areas.

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 June 9, 2022 Page 5
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
June 9, 2022
Page 5
•State when these projections were prepared and for what purpose.  To the extent that
a material amount of time has passed since these projections were prepared, disclose
whether these projections still reflect management’s views on future performance.
Also discuss whether the Vicker’s Board considered obtaining updated projections.
•Explain why it is reasonable to project revenues out for 10-11 years given that there
is only one commercialized product that has not meet revenue expectations under the
Scilex Pharma Notes.
•Discuss all material assumptions used to develop the projections, including when
each projection assumes each product candidate will obtain regulatory approval by
market, the length of time from approval to commercial availability, assumptions
about market acceptance / penetration rates, market growth rates, the impact of
competition, and any other factors or contingencies that would affect the projections
from materializing.  To the extent your projections are based on multiple scenarios,
discuss that fact, identify the various scenarios used, and how each scenario was
weighted.  Considering the majority of the revenue projections are for unapproved
product candidates that may not receive FDA approval, provide a discussion of the
process undertaken to formulate these assumptions.
•Provide an analysis of the material differences in assumptions between the two
presentations for revenue by product candidate.  In this regard, we note the Redwood
revenue projections for ZTLido begin to decline in fiscal year 2026 whereas the
projections prepared by Scilex management shows growth from fiscal year 2022
through 2031.  Similarly, Scilex management assumes significantly higher amounts
of revenues for SP-102 earlier on.
•Disclose the material assumptions used to determine projected cost of sales, operating
expenses and other expenses.
Material U.S. Federal Tax Consequences, page 165
20.Please (i) revise here and throughout, including on page 12, to state that your discussion of
the tax consequences of the Business Combination constitutes the opinion of counsel and
(ii) have counsel provide a tax opinion addressing the tax consequences to U.S. holders of
Vickers Vantage ordinary shares who hold shares at the time of the Domestication or
provide us your analysis as to why you do not believe such an opinion is required. The tax
opinion should address and express a conclusion for each material federal tax
consequence. For additional guidance concerning assumptions and opinions subject to
uncertainty, refer to Staff Legal Bulletin No. 19.
Business of Scilex, page 188
21.We note your statements throughout indicating the belief that Scilex's approach enables a
capital-efficient approach intended to reduce clinical development costs, expedite
development timelines and efficiently bring novel pain management therapies to patients.
Please remove claims regarding the expediting of clinical development, the reduction of
clinical development costs and a faster path to approval as these statements are

 FirstName LastNameJeffrey Chi
 Comapany NameVickers Vantage Corp. I
 June 9, 2022 Page 6
 FirstName LastNameJeffrey Chi
Vickers Vantage Corp. I
June 9, 2022
Page 6
speculative. You may state, if true, that Scilex's goal is to develop its product candidates
more efficiently than current industry standards.
22.We note your statement that 147 million and 136 million prescription and OTC lidocaine
patches were sold in the United States in 2021 and 2020, respectively. Please revise the
"Our Company" subsection to disclose the number of ZTlido patches sold during these
periods.
23.Please revise this section, where appropriate, to describe the material terms of Scilex's
acquisition of Semnur, including the potential milestone payments due to Semnur's
equityholders in connection with this acquisition.
Our Strategy, page 189
24.We note your statements here and on page 200 indicating that low-dose naltrexone
hydrochloride has demonstrated "efficacy" in multiple independent investigator-initiated
trials. Please tell us whether this efficacy was demonstrated in clinical trials for
fibromyalgia involving product candidates that subsequently were approved by the FDA
(or an equivalent foreign regulator) for the treatment of fibromyalgia. To the extent that
these trials evaluated low-dose naltrexone hydrochloride for other indications, please
revise your disclosure accordingly. In addition, if low-dose naltrexone hydrochloride has
not received marketing approval for the treatment of fibromyalgia, please revise your
disclosure to remove any statements claiming efficacy.
Our Solution, page 196
25.We note your characterizations here and elsewhere in the proxy statement/prospectus of
the results from Scilex's Phase 3 CLEAR trial of SEMDEXA as "positive", "highly
significant[ly] positive" and "categorically positive."  Please also revise to avoid
characterizing the results of the trial in this manner as this may create an inference that the
product candidate is more likely to be found safe and effective, which is a determination
solely in the authority of regulatory agencies such as the FDA. You may present objective
clinical data from the trial, including whether the trial met its primary and secondary
endpoints.

We further note your references to certain of Scilex's trials demonstrating "highly"
statistically significant results. Please revise your disclose to explain the difference
between "statistically significant" and "highly statistically significant." Alternatively,
please remove your references to "high" statistical significance.
SP-102 (SEMDEXA) Study Details, page 210
26.Please revise your disclosure here and throughout regarding clinical trials of Scilex's
product candidates which have yet to secure marketing approval to specify the frequency
and nature of any adverse events observed in your clinical trials. To the extent no adverse
events were observed, please so state.

 FirstName LastNameJeffrey Chi
 Comapan

CORRESP
1
filename1.htm

Vickers Vantage Corp. I

1 Harbourfront Avenue, #16-06

Keppel Bay Tower, Singapore 098632

Singapore

January 5, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    Vickers Vantage Corp. I

    Registration Statement on Form S-1

    File No. 333-251352

Ladies and Gentlemen:

Vickers Vantage Corp. I
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of
4:00 p.m., Wednesday, January 6, 2021, or as soon thereafter as practicable.

    Very truly yours,

    VICKERS VANTAGE CORP. I

    By:
    /s/ Jeffrey Chi

    Name: Jeffrey Chi

Title: Chief Executive Officer

CORRESP
1
filename1.htm

January 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  Vickers Vantage Corp. I

    Registration Statement on Form S-1

    File No. 333-251352

Dear Ms. Haywood:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), Maxim Group LLC,
as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on January 6, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under
the Act, the undersigned advises that approximately 945 copies of the Preliminary Prospectus dated December 15, 2020 have been
distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

    MAXIM GROUP LLC

    By:
    /s/ Cliff Teller

    Name: Cliff Teller

    Title: Head of Banking

CORRESP
1
filename1.htm

Graubard
Miller

The
Chrysler Building

405
Lexington Avenue

New
York, N.Y. 10174-1101

    facsimile

    direct dial number

    (212) 818-8881

    (212) 818-8638

    email address

    jgallant@graubard.com

December
28, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Vickers
Vantage Corp. I

Registration
Statement on Form S-1

Filed
December 15, 2020

File No. 333-251352

Ladies
and Gentlemen:

On
behalf of Vickers Vantage Corp. I (the “Company”), we respond as follows to the Staff’s comment letter, dated
December 17, 2020, relating to the above-captioned amended Registration Statement on Form S-1 (“Registration Statement”).

Please
note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the response to each
comment immediately thereafter.

Draft
Registration Statement on Form S-1 Signatures, page II-4

 1. Please
                                         revise to include the signature of your authorized representative in the United States
                                         or advise. Refer to Instruction 1 to Signatures to Form S-1 for additional guidance.

We
have revised the disclosure on the signature page of the Registration Statement to include the signature of the Company’s
authorized representative in the United States as requested.

Securities
and Exchange Commission

December
28, 2020

Page
2

 Exhibits

 2. We
                                         note that section 9.3 of the warrant agreement filed as Exhibit 4.4 provides that the
                                         Company agrees that "any action, proceeding or claim against it arising out of or
                                         relating in any way to this Agreement shall be brought and enforced in the courts of
                                         the State of New York or the United States District Court for the Southern District of
                                         New York." Please clarify whether this provision is binding on investors in this
                                         offering and whether it applies to actions arising under the Securities Act or Exchange
                                         Act. If so, please also state that there is uncertainty as to whether a court would enforce
                                         such provision. If the provision applies to Securities Act claims, please also state
                                         that investors cannot waive compliance with the federal securities laws and the rules
                                         and regulations thereunder. In that regard, we note that Section 22 of the Securities
                                         Act creates concurrent jurisdiction for federal and state courts over all suits brought
                                         to enforce any duty or liability created by the Securities Act or the rules and regulations
                                         thereunder.

We
have revised Section 9.3 of the form of warrant agreement to clarify that the above-referenced provision is not binding on investors
in this offering and does not apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, and have re-filed such form of agreement herewith.

*************

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

 cc: Mr.
Chris Ho

United States securities and exchange commission logo
December 17, 2020
Chris Ho
Chief Financial Officer
Vickers Vantage Corp. I
1 Harbourfront Avenue, #16-06
Keppel Bay Tower, Singapore 098632
Singapore
Re:Vickers Vantage Corp. I
Registration Statement on Form S-1
Filed December 15, 2020
File No. 333-251352
Dear Mr. Ho:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form S-1
Signatures, page II-4
1.Please revise to include the signature of your authorized representative in the United
States or advise.  Refer to Instruction 1 to Signatures to Form S-1 for additional guidance.
Exhibits
2.We note that section 9.3 of the warrant agreement filed as Exhibit 4.4 provides that the
Company agrees that "any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York."
Please clarify whether this provision is binding on investors in this offering and whether it

 FirstName LastNameChris Ho
 Comapany NameVickers Vantage Corp. I
 December 17, 2020 Page 2
 FirstName LastName
Chris Ho
Vickers Vantage Corp. I
December 17, 2020
Page 2
applies to actions arising under the Securities Act or Exchange Act.  If so, please also state
that there is uncertainty as to whether a court would enforce such provision.  If the
provision applies to Securities Act claims, please also state that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  In
that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jeffrey M. Gallant, Esq.