ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
References to the “Company,” “Helix Acquisition
Corp.,” “our,” “us” or “we” refer to Helix Acquisition Corp. The following discussion
and analysis of the Company’s financial condition and results of operations should be read in conjunctionwith
the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking
statements on our current expectations and projections about future events. These forward-looking statements are subject to known
and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,”
“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.
Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters,
as well as all other statements other than statements of historical fact included in this Form 10-K. Factors that might cause
or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission
(“SEC”) filings.
Overview
The following discussion and analysis
of the Company’s financial condition and results of operations should be read in conjunction with our audited financial
statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data”
of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking
statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of
many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.
Risk Factors” and elsewhere in this Annual Report on Form 10-K.
We are a blank check company incorporated
in the Cayman Islands on August 13, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business
combination using cash derived from the proceeds of the Public Offering and the sale of the Private Placement Shares, our shares,
debt or a combination of cash, shares and debt.
We expect to continue to incur significant
costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.
Our sponsor is an
affiliate of Cormorant Asset Management, LP (“Cormorant”), a leading life sciences focused investment firm with
over $2 billion in assets under management as of June 30, 2020. Our registration statement
for the initial public offering (the “Initial Public Offering”) was declared effective on October 19, 2020.
On October 22, 2020, we consummated the Initial Public Offering of 115,000,000 Public
Sharesat $10.00 per Public Share, which included the full exercise by
the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at $10.00 per Public Share, generating
gross proceeds of $115,000,000. We incurred total offering costs of approximately $6,325,000
in underwriting fees (inclusive of $4,025,000 million in deferred underwriting fees).
Simultaneously with the
closing of the Initial Public Offering, we consummated the private placement of 430,000 Private Placement Shares to
our Sponsor at a price of $10.00 per share, generating gross proceeds to the Company of $4,300,000.
Upon the closing of the Initial Public Offering and
the Private Placement, $115.0 million ($10.00 per Share) of the net proceeds of the Initial Public Offering and certain of the
proceeds of the Private Placement was placed in the Trust Account located in the United States with Continental
Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only
in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a business combination or (ii) the
distribution of the Trust Account as described below.
Our management has broad
discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private
Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a business
combination.
If the Company is unable to complete a business combination
within 24 months from the closing of the Initial Public Offering, or October 22, 2022 (the “Combination Period”),
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case
of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law.
RESULTS OF OPERATIONS
Results of Operations
We
have neither engaged in any operations (other than searching for a business combination after our Initial Public Offering) nor
generated any operating revenues to date. Our only activities from inception through December 31, 2020 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and, subsequent to the Initial Public Offering, identifying
a target company for a business combination. We do not expect to generate any operating revenues until after the completion of
our initial business combination. We expect to generate non-operating income in the form of interest income on marketable securities
held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for
legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching
for, and completing, a business combination.
For the period from August 13, 2020 (inception)
through December 31, 2020, we had a net loss of $90,838, which consisted of formation and operating costs of $105,755, offset by
interest earned on investments held in Trust Account of $14,917.
Liquidity and Capital Resources
Until the consummation of the Initial Public
Offering, our only source of liquidity was an initial purchase of ordinary shares by the Sponsor and loans from our Sponsor.
On October 22, 2020, we consummated the
Initial Public Offering of 11,500,000 Public Shares, which included the full exercise by the underwriters of their over-allotment
option in the amount of 1,500,000 Public Shares, at a price of $10.00 per Share, generating gross proceeds of $115,000,000. Simultaneously
with the closing of the Initial Public Offering, we consummated the sale of 430,000 Private Placement Shares to the Sponsor at
a price of $10.00 per Private Placement Share generating gross proceeds of $4,300,000.
Following the Initial Public Offering,
the full exercise of their over-allotment option and the sale of the Private Placement Shares, a total of $115,000,000 was placed
in the Trust Account. We incurred $6,750,447 in transaction costs, including $2,300,000 of underwriting fees, $4,025,000 of deferred
underwriting fees and $425,447 of other offering costs.
We intend to use substantially all of the
funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall
be net of taxes payable and excluding deferred underwriting commissions, to complete our business combination. We may withdraw
interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part,
as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital
to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
At December 31, 2020, we held $1,335,924
of cash outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate
target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar
locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, structure, negotiate and complete a business combination.
In order to fund working capital deficiencies
or finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination,
we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no
proceeds from our Trust Account would be used for such repayment. Upon completion of a business combination, up to $1,500,000 of
such loans may be convertible into shares, at a price of $10.00 per share, at the option of the lender. The shares would be identical
to the Private Placement Shares.
We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of
identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated
to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional
securities or incur debt in connection with such business combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or
purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay the Sponsor a monthly fee
of $10,000 for office space, administrative services and remote support services provided to the Company. We began incurring these
fees on October 22, 2020 and will continue to incur these fees monthly until the earlier of the completion of a business combination
and the Company’s liquidation.
The underwriters are entitled to a deferred
fee of $0.35 per Share, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts
held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting
agreement.
Critical Accounting Policies
The preparation of financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could
materially differ from those estimates. We have not identified any critical accounting policies.
Class A Ordinary Shares Subject to Possible Redemption
We account for our ordinary shares subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Class A Ordinary shares subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights
that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
our control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity.
Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence
of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity,
outside of the shareholders’ equity section of our balance sheet.
Net Income (Loss) per Ordinary Share
We apply the two-class method in calculating
earnings per share. Net income per ordinary share, basic and diluted for Class A redeemable ordinary shares is calculated by dividing
the interest income earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding
since original issuance. Net loss per ordinary share, basic and diluted for Class B non-redeemable ordinary shares is calculated
by dividing the net income (loss), less income attributable to Class A redeemable ordinary shares, by the weighted average number
of Class B non-redeemable ordinary shares outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial
statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
We are a smaller reporting company
as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
This information appears following Item 15 of this Report
and is included herein by reference.
HELIX ACQUISITION CORP.
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholders’ Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 to F-13
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Shareholders and the Board of Directors
of
Helix Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Helix Acquisition
Corp. (the “Company”) as of December 31, 2020, the related statements of operations, changes in shareholders’
equity and cash flows for the period from August 13, 2020 (inception) through December 31, 2020 and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for
the period from August 13, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2020.
New York, New York
March 30, 2021
HELIX ACQUISITION CORP.
BALANCE SHEET
DECEMBER 31, 2020
ASSETS
Current assets
Cash and investments held in Trust Account 115,014,917
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Promissory note- related party 58,063
Total Current Liabilities 125,183
Deferred underwriting fee payable 4,025,000
Commitments and Contingencies
Shareholders’ Equity
Additional paid-in capital 5,090,437
Accumulated deficit (90,838 )
Total Shareholders’ Equity 5,000,005
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 116,633,898
The accompanying notes are an integral part
of these financial statements.
HELIX ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 13, 2020 (INCEPTION)
THROUGH DECEMBER 31, 2020
Formation and operating costs $ 105,755
Loss from operations (105,755 )
Other income:
Interest earned on investments held in Trust Account 14,917
Basic and diluted net income per share, Class A $ —
Basic and diluted net loss per share, Class A and Class B $ (0.04 )
The accompanying notes are an integral part
of these financial statements.
HELIX ACQUISITION CORP.
STATEMENT OF CHANGES IN SHAREHOLDERS’
EQUITY
FOR THE PERIOD FROM AUGUST 13, 2020 (INCEPTION)
THROUGH DECEMBER 31, 2020
Shares Amount Shares Amount Capital Deficit Equity
Balance — August 13, 2020 (inception) — $ — — $ — $ — $ — $ —
The accompanying notes are an integral part
of these financial statements.
HELIX ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 13, 2020 (INCEPTION)
THROUGH DECEMBER 31, 2020
Cash Flows from Operating Activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares 5,000
Interest earned on investments held in Trust Account (14,917 )
Changes in operating assets and liabilities:
Accounts payable and accrued expenses 67,120
Net cash used in operating activities (316,692 )
Cash Flows from Investing Activities:
Investment of cash in Trust Account (115,000,000 )
Net cash used in investing activities (115,000,000 )
Cash Flows from Financing Activities:
Proceeds from sale of Private Placement Shares 4,300,000
Payments of offering costs (347,384 )
Net cash provided by financing activities 116,652,616
Cash – Beginning —
Non-Cash Investing and Financing Activities:
Deferred underwriting fee payable $ 4,025,000
Offering costs paid through promissory note - related party $ 58,063
The accompanying notes are an integral part
of these financial statements.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
NOTE 1 — DESCRIPTION
OF ORGANIZATION AND BUSINESS OPERATIONS
Helix Acquisition
Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 13,
2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (a “Business Combination”).
The Company is not
limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and
emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As of December 31, 2020, the Company had
not commenced any operations. All activity for the period from August 13, 2020 (inception) through December 31, 2020 relates to
the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.
The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The
Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement
for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020 the Company consummated
the Initial Public Offering of 11,500,000 Class A ordinary shares (the “Public Shares”) at $10.00 per Public Share,
which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at
$10.00 per Public Share, generating gross proceeds of $115,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 430,000 private placement Class A ordinary shares (the “Private Placement
Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”),
generating gross proceeds of $4,300,000, which is described in Note 4.
Transaction costs
charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees
and $425,447 of other offering costs.
Following the closing
of the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale of
the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the
“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days
or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries
and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest
of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s
shareholders, as described below.
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and
the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or
more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding
the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will
only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding
voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be
required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be
able to successfully effect a Business Combination.
The Company provided
the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their
public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public
Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account,
calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share),
including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public
Shares, subject to certain limitations as. The per-share amount to be distributed to the Public Shareholders who properly redeem
their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed
in Note 6).
The Company will proceed
with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder
approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required
and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its
Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the
Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information
as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder
approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and
any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally,
each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they
vote for or against a proposed Business Combination.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Notwithstanding the
foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant
to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom
such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than
an aggregate of 20% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed
(a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by
it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated
Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does
not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders
with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously
released to pay taxes, divided by the number of then issued and outstanding Public Shares.
The Company will have
until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).
However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which
redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each
case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law.
The Sponsor has agreed
to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement
Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor
or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from
the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have
agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the
Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included
with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the Initial Public Offering price per Share ($10.00).
In order to protect
the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims
by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the
Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In
the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the
extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have
to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the
Company’s independent registered public accounting firm), prospective target businesses or other entities with which the
Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account.
Liquidity and Capital Resources
As
of December 31, 2020, the Company had approximately $1.3 million in its operating bank accounts and working capital of approximately
$1.5 million.
Prior to the completion
of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from
Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from
the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the
Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the
Company Working Capital Loans (see Note 5). As of December 31, 2020, there were no amounts outstanding under any Working Capital
Loan.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Based on the foregoing,
management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the
earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be
using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,
performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge
with or acquire, and structuring, negotiating and consummating the Business Combination.
NOTE 2 — SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying
financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of
the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company
The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of
financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of expenses during the reporting period.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition,
situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could
differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
did not have any cash equivalents as of December 31, 2020.
Offering Costs
Offering costs consist
of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public
Offering. Offering costs amounting to $6,750,447 were charged to shareholders’ equity upon the completion of the Initial
Public Offering (see Note 1).
Class A Ordinary Shares Subject to Possible
Redemption
The Company accounts for its
Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain
redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future
events. Accordingly, at December 31, 2020, an aggregate of 10,748,371 Class A ordinary shares subject to possible redemption
are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Income Taxes
The Company accounts
for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting
and reporting for income taxes.
ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax
expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income
taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision
was zero for the period presented. The Company’s management does not expect the total amount of unrecognized tax benefits
will materially change over the next twelve months.
Net Loss Per Ordinary Share
The Company’s
statement of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in
a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable
ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class
A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable
ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares,
by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary
shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned
on the Trust Account.
The following table
reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
For the Period from August 13, 2020 (inception) Through December 31, 2020
Redeemable Class A Ordinary Shares
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
Denominator: Weighted Average Redeemable Class A Ordinary Shares
Redeemable Class A Ordinary Shares, Basic and Diluted 11,500,000
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares $ —
Non-Redeemable Class A and B Ordinary Shares
Numerator: Net Income (Loss) minus Redeemable Net Earnings
Redeemable Net Earnings $ (14,917 )
Non-Redeemable Net Loss $ (105,755 )
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1) 2,920,522
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares $ (0.04 )
As of December 31,
2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s
ordinary shareholders.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which,
at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s condensed financial statements.
NOTE 3 — INITIAL PUBLIC
OFFERING
Pursuant to the Initial
Public Offering, the Company sold 11,500,000 Public Shares, which included the full exercise by the underwriters of their over-allotment
option in the amount of 1,500,000 Public Shares, at a purchase price of $10.00 per Public Share generating gross proceeds
of $115,000,000.
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor purchased an aggregate of 430,000 Private Placement Class A Ordinary Shares at a price of $10.00 per
Private Placement Share, for an aggregate purchase price of $4,300,000. A portion of the proceeds from the Private Placement Shares
were added to the proceeds from the Initial Public Offering held in the Trust Account.
NOTE 5 — RELATED
PARTY TRANSACTIONS
Founder Shares
On August 19, 2020,
the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary
shares. On September 30, 2020, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in the
Sponsor holding 2,875,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred
30,000 Founder Shares to each of its independent directors. The Founder Shares included an aggregate of up to 375,000 shares that
were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that
the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding
ordinary shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public
Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to fully exercise their over-allotment
option, 375,000 Founder Shares are no longer subject to forfeiture.
The Sponsor and each
insider has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement
Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business
Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative Services Agreement
Commencing on October 22, 2020, the Company
entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services and remote
support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.
As of December 31, 2020, the Company incurred and accrued $20,000 in fees for these services.
HELIX ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Promissory Note — Related
Party
On August 19, 2020,
the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company