UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO
________
COMMISSION FILE NUMBER 001-39630
HELIX ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands N/A
Cormorant Asset Management, LP
200 Clarendon Street, 52nd Floor
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (857)702-0370
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class Trading Symbols Name of each exchange on which registered
Securities registered pursuant to Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant (1)
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to
such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The aggregate market value
of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2021 the last business day of the Company’s
most recently completed second fiscal quarter was $119,025,000 based on the last time common stock was sold.
As of February 17, 2022, the Registrant had
11,930,000 of its Class A ordinary shares, $0.0001 par value per share, and 2,875,000 of its Class B ordinary shares, $0.0001 par value
per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY ii
PART I 1
ITEM 1. BUSINESS. 1
ITEM 1A. RISK FACTORS. 8
ITEM IB. UNRESOLVED STAFF COMMENTS. 40
ITEM 2. PROPERTIES. 40
ITEM 3. LEGAL PROCEEDINGS. 40
ITEM 4. MINE SAFETY DISCLOSURES. 40
ITEM 6. [RESERVED] 42
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 46
ITEM 9A. CONTROLS AND PROCEDURES. 46
ITEM 9B. OTHER INFORMATION. 47
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 47
PART III 48
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 48
ITEM 11. EXECUTIVE COMPENSATION. 57
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 62
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 63
SIGNATURES F-17
i
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
Some of the statements contained in this Annual
Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-
looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward- looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward- looking statements in this Annual Report on Form 10-K may include, for
example, statements about:
● our ability to select an appropriate target business or businesses;
● our ability to complete our initial business combination;
● our pool of prospective target businesses;
● our public securities’ potential liquidity and trading;
● the lack of a market for our securities;
● the Trust Account not being subject to claims of third parties; or
● our financial performance.
The forward-looking statements contained in this
Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects
on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report on Form 10-K.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary
in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
ii
Summary of Risk Factors
An investment in our securities involves a high
degree of risk. The occurrence of one or more of the events or circumstances described in the section of this Annual Report titled “Risk
Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition
and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Such risks include, but are not limited to:
iii
iv
PART
I
References in this Annual Report on Form 10-K to
“we,” “us” or the “Company” refer to Helix Acquisition Corp. References to our “management”
or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Helix Holdings
LLC, a Cayman Islands limited liability company. References to our “initial shareholders” refer to the holders of founder
shares.
ITEM 1. BUSINESS.
Introduction
We are a blank check company incorporated on August
13, 2020 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses. On October 4, 2021, Helix entered into a Business Combination
Agreement (as may be amended and restated from time to time, the “Business Combination Agreement”) with MoonLake Immunotherapeutics
AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the
number CHE-433.093.536 (“MoonLake”), the existing securityholders of MoonLake set forth on the signature pages thereto (collectively,
the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “Sponsor”),
and the representative of the ML Parties (in such capacity, the “ML Parties’ Representative”). The terms of the
Business Combination Agreement and the business combination contemplated thereby (the “Business Combination”) are discussed
in more detail below. Prior to executing the Business Combination Agreement, our activities were limited to organization activities, the
completion of our initial public offering, and the evaluation of possible business combination candidates. We have neither engaged in
any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined
under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely
of cash.
Formation and Initial Public Offering
On October 22, 2020, we consummated our initial
public offering (the “Initial Public Offering”) of 11,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares” and with respect to the shares sold in the Initial Public Offering, 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. Prior to the consummation of the Initial Public Offering,
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 were no longer subject to forfeiture.
Simultaneously with the closing of the Initial
Public Offering, the Company completed the private placement (“Private Placement”) of 430,000 Class A Ordinary Shares (the
“Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share, to the Sponsor, generating gross proceeds
to the Company of $4,300,000. The Private Placement Shares are identical to the shares of Class A Ordinary Shares sold in the Initial
Public Offering, except that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to
certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination and (ii) they
are entitled to registration rights.
A total of $115,000,000 comprised of the proceeds
from the Initial Public Offering and the sale of the Private Placement Shares, were placed in a trust account (the “Trust Account”),
located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest
earned on the funds in the Trust Account that may be released to the Company to pay its taxes, the funds held in the Trust Account will
not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of any of the Company’s Public Shares properly tendered in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association to (A) modify the substance or timing of its obligation to allow redemption
in connection with the Company’s initial business combination or to redeem 100% of the Company’s Public Shares if it does
not complete its initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect to
any other provision relating to shareholders’ rights or pre-business combination activity, and (iii) the redemption of the Company’s
Public Shares if it is unable to complete its initial business combination within 24 months from the closing of the Initial Public Offering,
subject to applicable law. As of December 31, 2021 there was $115,042,608 in investments and cash held in the Trust Account and $666,790
of cash held outside the Trust Account available for working capital purposes.
1
Proposed Business Combination
On October 4, 2021, Helix
entered into the Business Combination Agreement with MoonLake, the ML Parties, the Sponsor, and the ML Parties’ Representative.
Following completion (the
“Closing” and the date of Closing, the “Closing Date”) of the Business Combination, (i) the existing
securityholders of MoonLake (except as noted below with respect to the BVF Shareholders (as defined below)) will retain their equity
interests in MoonLake and will receive a number of non-economic voting shares in Helix determined by multiplying the number of
common shares of MoonLake with a par value of CFH 0.10 per share (“MoonLake Common Shares”) held by them immediately
prior to the Closing by the Exchange Ratio (as defined below); (ii) the BVF Shareholders will assign all of their MoonLake
Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Class A Ordinary Shares (as defined
below) equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio; and (iii) Helix will
receive a controlling equity interest in MoonLake in exchange for making a cash contribution in the amount of the aggregate cash
available to Helix at Closing, based on the amount of cash in the Trust Account, less amounts required to satisfy redemptions and
expenses, plus the aggregate proceeds of the PIPE. The “Exchange Ratio” is the quotient obtained by dividing
(a) 360,000,000 by (b) the fully diluted shares of MoonLake prior to the Closing by (c) 10. Substantially all of the
assets and business of MoonLake and Helix will be held by MoonLake as the operating company following the Closing.
The ML Parties (other than the BVF Shareholders)
will be issued, for nominal consideration, Class C ordinary shares of Helix, par value $0.0001 per share (“Class C Ordinary
Shares”), with each ML Party (other than the BVF Shareholders) receiving a number of Class C Ordinary Shares equal to the number
of MoonLake Common Shares it owns following a pre-Closing restructuring of MoonLake’s share capital multiplied by the Exchange Ratio.
Beginning six months after the Closing Date, each ML Party (other than the BVF Shareholders) will have the option to exchange its
MoonLake Common Shares for a number of Class A Ordinary Shares equal to the product of (i) the number of MoonLake Common
Shares then held by (ii) the Exchange Ratio, and, upon such exchange, will surrender for no consideration a number of Class C
Ordinary Shares equal to the number of Class A Ordinary Shares issued to the ML Party pursuant to the exchange.
On October 4, 2021, concurrently
with the execution of the Business Combination Agreement, Helix entered into subscription agreements (collectively, the “Subscription
Agreements”) with certain investors (collectively, the “PIPE Investors” which include an affiliate of the Sponsor and
the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have
collectively subscribed for 11,500,000 Class A Ordinary Shares at a price of $10.00 per share, for an aggregate purchase price of
$115,000,000 (the “PIPE”).
At the Closing, Helix will change its name to “MoonLake
Immunotherapeutics.” We anticipate the post-Business Combination equity ownership of Helix, on a fully diluted share basis, will
be as follows: Helix’s public shareholders will hold approximately 18.5%, the Sponsor and initial shareholders will hold approximately
5.3%, the PIPE Investors (including an affiliate of the Sponsor and certain existing securityholders of MoonLake) will hold approximately
18.5%, and the ML Parties will hold approximately 57.8%, which pro forma ownership: assumes: (i) no holders of Helix’s Public
Shares exercise their redemption rights, (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary
Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders) and calculating the Exchange Ratio based on MoonLake’s
Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market,
and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing. If the maximum number
of Public Shares are redeemed which would still allow Helix to satisfy the requirement that Helix have at least $5,000,001 of net tangible
assets immediately prior to or upon the Closing, such percentages will be approximately 0%, 6.5%, 22.6%, and 70.9%, respectively.
Consummation of the proposed business
combination is subject to customary closing conditions and covenants of the respective parties, including approval of the
Company’s shareholders. Further information regarding the proposed business combination, the proposed business of the combined
company following the consummation of the Business Combination, and the risks relating to the proposed business of the combined
company can be found in the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2021 and the definitive
proxy statement filed by the Company with the SEC on February 14, 2022 (the “Definitive Proxy”).
2
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate the proposed
Business Combination with MoonLake, or an alternate initial business combination using cash from the proceeds of the Initial Public Offering
and the private placement of the Private Placement Shares, the proceeds of the sale of our shares in connection with our initial business
combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities
issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that
may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in
such companies and businesses.
If our initial business combination is paid for
using equity, as we plan to do in connection with the proposed Business Combination with MoonLake, or debt securities, or not all of the
funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or
used for redemptions of our Class A ordinary shares, we may use the balance of the cash released to us from the Trust Account following
the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other companies, or for working capital.
We entered into Subscription Agreements with certain
institutional investors to raise additional funds through the PIPE in connection with the proposed Business Combination with MoonLake.
We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of any
other initial business combination, and we may effectuate such initial business combination using the proceeds of such offering rather
than using the amounts held in the Trust Account. In addition, we have targeted, and may in the future target, businesses with enterprise
values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the Private Placement, and, as
a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy
any redemptions by public stockholders, we may be required to seek additional financing. Subject to compliance with applicable securities
laws, we expect to complete the PIPE simultaneously with the completion of the Business Combination with MoonLake, and we would expect
to complete any other financing simultaneously with the completion of our initial business combination. In the case of an initial business
combination funded with assets other than the Trust Account assets, such as the Business Combination with MoonLake, our proxy materials
or tender offer documents would disclose the terms of the financing and, only if required by law, as in the case of the Business Combination
with MoonLake, we would seek stockholder approval of such financing. There is no limitation on our ability to raise funds through the
issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with any other initial business
combination, including pursuant to forward purchase agreements or backstop agreements. At this time, except for the Subscription Agreements
we entered into in connection with the PIPE, we are not a party to any arrangement or understanding with any third party with respect
to raising any additional funds through the sale of securities or otherwise.
Selection of Target Businesses
We have evaluated a number of target businesses,
including MoonLake. When evaluating each prospective target business, we conducted a thorough due diligence review that encompassed, among
other things, meetings with incumbent management and employees, document reviews, and a review of financial and other information that
made available to us.
3
The rules of Nasdaq require that we must consummate
an initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the
net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of our signing
a definitive agreement in connection with our initial business combination. Our board of directors determined that the proposed Business
Combination with MoonLake satisfied this requirement and, in connection with such determination, relied on the opinion of an independent
financial advisory firm. A copy of such opinion is included as an annex to the Definitive Proxy Statement. If we do not complete the Business
Combination with MoonLake and we seek an alternate business combination, our board of directors will make the determination as to the
fair market value of an alternate initial business combination. If our board of directors is not able to independently determine the fair
market value of such other initial business combination (including with the assistance of financial advisors), we will obtain an opinion
from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction
of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair
market value of such other initial business combination, it may be unable to do so if it is less familiar or experienced with the business
of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects, including
if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial
analysis or other specialized skills and the board of directors determines that outside expertise would be helpful or necessary in conducting
such analysis. If required by Schedule 14A of the Exchange Act, any proxy solicitation materials or tender offer documents that we will
file with the Securities and Exchange Commission (the “SEC”) in connection with our initial business combination will include
such opinion. Unless our board of directors is unable to independently determine the fair market value of our initial business combination
or we complete our initial business combination with an affiliated entity as described below, we are not required to obtain an opinion
from an independent investment banking firm or from an independent valuation or appraisal firm that regularly prepares fairness opinions
that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be
relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our proxy solicitation materials or tender offer documents, as applicable, related
to our initial business combination. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority
of our independent directors.
We have structured the proposed Business Combination
with MoonLake so that we will obtain a controlling equity interest in MoonLake. If we do not complete the proposed Business Combination
and search for an alternate initial business combination, we anticipate structuring such alternate initial business combination so that
the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of
the target business or businesses. Alternately, we may structure our initial business combination such that the post transaction company
owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management
team or shareholders or for other reasons, as we did with the proposed Business Combination with MoonLake, but we will only complete such
business combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post transaction company owns or acquires 50%
or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest
in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could
pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares
or other equity interests of a target. In this case, we would acquire a controlling interest in MoonLake. However, as a result of the
issuance of a substantial number of new shares, our shareholders immediately prior to the proposed Business Combination will own less
than a majority of our issued and outstanding shares subsequent to the closing of the Business Combination. If we instead complete an
alternate initial business combination in which less than 100% of the equity interests or assets of a target business or businesses are
owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be
taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial business combination involves more than one
target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination
through a joint venture or other form of shared ownership with our sponsor, officers or directors. MoonLake is not affiliated with our
sponsor, officers, or directors. In the event we do not complete the proposed Business Combination, and instead seek to complete an initial
business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors,
would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such
an initial business combination is fair to our company from a financial point of view.
Members of our management team and our independent
directors directly or indirectly own founder shares and/or Private Placement Shares and, accordingly, may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial business combination. See the Definitive Proxy Statement for a discussion of potential conflicts of interest in
connection with the proposed Business Combination with MoonLake.
4
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary or contractual obligations to at least one other entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our
officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination
opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and
articles of association provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity
that we are able to complete on a reasonable basis. We do not believe, however, that the fiduciary duties or contractual obligations of
our officers or directors will materially affect our ability to complete our initial business combination with MoonLake or any other potential
target business.
In addition, our sponsor and our officers and directors
may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination with MoonLake or any other potential target business.
In evaluating MoonLake, we conducted a due diligence
review of MoonLake, which included: (i) research on the industry in which MoonLake operates; (ii) meetings with MoonLake’s management
team and representatives regarding MoonLake’s operations, major customers, financial prospects and other customary due diligence
matters; (iii) legal and commercial review of MoonLake’s material business contracts, books and records, government regulations
and filings, intellectual property and information technology; and (iv) financial due diligence and analysis of MoonLake with the assistance
of our financial advisors. In evaluating any other prospective target business, we expect to conduct a due diligence review which may
encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers,
inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made
available to us. We may also retain consultants with expertise relating to a prospective target business.
We have expended considerable time, and incurred
considerable costs, to select and evaluate MoonLake and to structure and pursue completion of the proposed Business Combination. The time
required to select and evaluate any other target business and to structure and complete any other initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the
identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not
ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered
to or in connection with our initial business combination.
Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination
We will provide our public shareholders with the
opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. For illustrative purposes, the amount in the Trust Account as of December 31, 2021, was approximately $10.00 per Public Share.
The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares, Private Placement Shares and any Public
Shares they may hold in connection with the completion of our initial business combination. Such persons did not receive separate consideration
for their waiver of redemption rights.
5
Conduct of Redemptions Pursuant to Tender Offer Rules
In the event we do not complete the proposed
Business Combination with MoonLake, and instead pursue an alternate business combination and conduct redemptions pursuant to the tender
offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act,
and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition,
the tender offer will be conditioned on public shareholders not tendering more than the number of shares we are permitted to redeem. If
public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial
business combination.
Upon the public announcement of such alternate
initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply
with Rule 14e-5 under the Exchange Act.
Submission of Our Initial Business Combination to a Shareholder
Vote
We will seek shareholder approval of the MoonLake
business combination as discussed in more detail in the Definitive Proxy Statement filed with the SEC on February 14, 2022. If we do not
complete the business combination with MoonLake and seek an alternate business combination, and we seek shareholder approval of such alternate
business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption
rights described above upon completion of the initial business combination.
If we seek shareholder approval, as we will in
connection with the proposed Business Combination with MoonLake, we will complete our initial business combination only if it is approved
by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of the shares present in person
or by proxy at a general meeting of the Company. A quorum for such meeting will be present if the holders of a majority of issued and
outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count
toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares,
Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions)
in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’
founder shares, we would need 4,312,501, or 37.5%, of the 11,500,000 Public Shares sold in the Initial Public Offering to be voted in
favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are
voted). These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that
we will consummate our initial business combination. Each public shareholder may elect to redeem their Public Shares irrespective of whether
they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting
held to approve the proposed transaction.
If we seek shareholder approval of our initial
business combination, as we will in connection with the proposed Business Combination with MoonLake, and we do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors,
officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to
or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors,
officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules.
However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds held in the Trust Account will be used to purchase shares in such transactions. If they engage
in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed
to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject
to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section
13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Our sponsor, directors,
officers, advisors or any of their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
the Exchange Act.
6
The purpose of any such purchases of shares could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. Any such purchases of our shares may result in the completion of our initial business combination that may not otherwise have
been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares may be reduced and
the number of beneficial holders of our Class A ordinary shares may be reduced, which may make it difficult to maintain or obtain the
quotation, listing or trading of our Class A ordinary shares on a national securities exchange.
Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval
We will seek shareholder approval of the MoonLake
business combination as discussed in more detail in the Definitive Proxy Statement. If we do not complete the business combination with
MoonLake and seek an alternate business combination and if we seek shareholder approval of our initial business combination and we do
not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated
memorandum and articles of association provide that 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 Exchange Act),
will be restricted from seeking redemption rights with respect to Excess Shares (as defined below) without our prior consent. We believe
this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use
their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to
purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a public shareholder holding more than an aggregate of 20% of the shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market
price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 20% of the shares sold in the
Initial Public Offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with a business combination with a target that requires as a
closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Redemption of Public Shares and Liquidation If No Initial Business
Combination
Our amended and restated memorandum and articles
of association provide that we will have only 24 months from the closing of the Initial Public Offering to complete our initial business
combination. If we are unable to complete our initial business combination within such 24-month 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 (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.
7
Competition
If we are unable to complete our business combination
with MoonLake, we expect to encounter competition in identifying, evaluating and selecting a target business for an alternate business
combination, from other entities having a business objective similar to ours, including other special purpose acquisition companies, private
equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover,
many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise
their redemption rights may reduce the resources available to us for our initial business combination, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may have placed us at a competitive disadvantage
in negotiating the proposed Business Combination with MoonLake, or may place us at a competitive disadvantage in successfully negotiating
an alternate initial business combination.
Employees
We currently have two officers: Bihua Chen, our
Chief Executive Officer, and Andrew J. Phillips, our Chief Financial Officer. These individuals are not obligated to devote any specific
number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed
our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business
has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to
have any full time employees prior to the completion of our initial business combination.
Available Information
We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes
in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and
bankruptcy) in a Current Report on Form 8-K. The SEC maintains an internet website that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov.
In addition, the Company will provide copies of these documents without charge upon request from us in writing at 200 Clarendon Street,
52nd Floor, Boston, MA 02116 or by telephone at (857) 702-0370.
ITEM 1A. RISK FACTORS.
An investment in our securities involves a high degree of risk.
You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on
Form 10-K before making a decision to invest in our securities. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment. The risks set forth below do not include specific risks relating to our proposed business combination
with MoonLake, or the risks inherent in MoonLake’s business, which are included in the Definitive Proxy Statement which we filed
with the SEC on January 20, 2022. The risks presented below assumes that we will not consummate the proposed business combination with
MoonLake, and that we will seek to find an alternative target with which to consummate an initial business combination.
8
RISKS RELATING TO RESTATEMENT OF OUR PREVIOUSLY ISSUED FINANCIAL
STATEMENTS
We identified a material weakness in our internal control over financial
reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition
accurately and in a timely manner.
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management also
evaluates the effectiveness of our internal controls and we will disclose any changes and material weaknesses identified through such
evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected on a timely basis.
As described elsewhere in this Form 10-K, we have
identified a material weakness in our internal control over financial reporting related to the accounting classification of the Public
Shares issued as part of the units sold in our Initial Public Offering on October 22, 2020. Historically, a portion of the Public Shares
was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that we will not redeem
its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in our amended and restated
memorandum and articles of association. Pursuant to such re-evaluation, management has determined that the Public Shares include certain
provisions that require classification of all of the Public Shares as temporary equity regardless of the net tangible assets redemption
limitation contained in our amended and restated memorandum and articles of association. In addition, in connection with the change in
presentation for the Public Shares, management determined it should restate its earnings per share calculation to allocate income and
losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome,
in which case, both classes of shares share pro rata in the income and losses of the Company. Management concluded that the control deficiency
that resulted in the incorrect classification of temporary and permanent equity constituted a material weakness as of December 31, 2020
and September 30, 2021. This material weakness resulted in a material misstatement of our temporary and permanent equity, additional paid-in
capital, accumulated deficit, and earnings (loss) per share and related financial disclosures in the (i) audited balance sheet as of October 22,
2020, (ii) audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2020, (iii)
unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2021; (iv) unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2021; and (v) unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021. See Note 2 to the notes to the financial statements included herein.
We have implemented a remediation plan, described
under Item 9A, Controls and Procedures, to remediate the material weakness surrounding our historical presentation of our complex financial
instruments but can give no assurance that the measures we have taken will prevent any future material weaknesses or deficiencies in internal
control over financial reporting. Even though we have strengthened our controls and procedures, in the future those controls and procedures
may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
In addition, any such failures could result in litigation or regulatory action by the SEC or other regulatory authorities, loss of investor
confidence, delisting of Helix’s securities, and harm to Helix’s reputation and financial condition, or diversion of financial
and management resources from the operation of Helix’s business.
We may face litigation and other risks as a result of the material
weakness in our internal control over financial reporting.
Following the re-evaluation of accounting guidance,
our management and our audit committee concluded that it was appropriate to restate our previously issued audited financial statements
as of December 31, 2020 and for the year ended December 31, 2020. As part of the restatement, we identified a material weakness in our
internal controls over financial reporting.
As a result of such material weakness, the restatement
related to the accounting for complex financial instruments, and other matters raised or that may in the future be raised by the SEC,
we face potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws,
contractual claims or other claims arising from the Restatement and material weakness in our internal control over financial reporting.
As of the date of this annual report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that
such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material
adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.
9
RISKS RELATING TO OUR SEARCH FOR, AND CONSUMMATION
OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION
Our public shareholders may not be afforded an opportunity to vote
on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote,
which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
While we intend to seek shareholder approval of
the proposed Business Combination with MoonLake, we may choose not to hold a shareholder vote to approve our initial business combination
unless the business combination would require shareholder approval under applicable law or Nasdaq requirements. In such case, the decision
as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to
us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the
transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder
approval, as we intend to do in connection with the proposed Business Combination with MoonLake, the holders of our founder shares will
participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority
of our ordinary shares do not approve of the business combination we complete.
If we seek shareholder approval of our initial business combination,
our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.
Our initial shareholders own, on an as-converted
basis, approximately 20% of our issued and outstanding ordinary shares. Pursuant to letter agreements with us, our sponsor, officers and
directors have agreed to vote their founder shares, Private Placement Shares, as well as any Public Shares purchased (including in open
market and privately negotiated transactions), in favor of our initial business combination.
Our initial shareholders and management team also
may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum
and articles of association provides that, if we seek shareholder approval of an initial business combination, such initial business combination
will be approved if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders
of the shares present in person or by proxy at a general meeting of the Company, including the founder shares. As a result, in addition
to our initial shareholders’ founder shares, we would need 4,312,501 or 37.5%, of the 11,500,000 Public Shares sold in the Initial
Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
all outstanding shares are voted and the Private Placement Shares issued to our sponsor are voted in favor of the transaction). Accordingly,
if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to
vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the
requisite shareholder approval for such initial business combination.
If we do not complete the proposed Business Combination with MoonLake
and instead pursue an alternate initial business combination, your only opportunity to effect your investment decision regarding a potential
business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors
may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to
vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder approval, your only
opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption