MLTX US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s

financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related

thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain

information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special

Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

We are a blank check company incorporated in the

Cayman Islands on 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 initial business

combination using cash derived from the proceeds of the Initial 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 an initial business combination will be successful.

Recent Developments

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 December 31, 2021. Our registration statement for the Initial Public Offering was declared effective on October 19, 2020.

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 an initial 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.

Proposed Business Combination

On October 4, 2021, the Company announced that it entered into the

Business Combination Agreement. Following the Closing of the Business Combination, (i) the existing equity holders of MoonLake will retain

their equity interests in MoonLake (except as noted in the Company’s Form 8-K filed on October 4, 2021) and will receive a number

of non-economic voting shares in Helix determined by multiplying the number of MoonLake Common Shares held by them immediately prior to

the Closing by the Exchange Ratio; (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 Helix Class A ordinary shares 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 the

Cash Contribution (as defined in the Business Combination Agreement). 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.

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For more information about the Business Combination

Agreement and the Business Combination, see our Definitive Proxy Statement. Unless specifically stated, this Annual Report does not give

effect to the Business Combination and does not contain the risks associated with the Business Combination. Such risks and effects relating

to the Business Combination are included in the Definitive Proxy Statement.

The Business Combination is expected to close

occur in the first half of 2022, following the receipt of required approval by the stockholders of the Company, required regulatory approvals

and the fulfilment or waiver of other conditions set forth in the Business Combination Agreement.

Results of Operations

We have neither engaged in any operations (other

than searching for an initial business combination after our Initial Public Offering) nor generated any operating revenues to date. Our

only activities from inception through December 31, 2021 were organizational activities, those necessary to prepare for the Initial Public

Offering, and, subsequent to the Initial Public Offering, identifying MoonLake as the target company for the Business Combination. We

do not expect to generate any operating revenues until after the completion of the Business Combination with MoonLake or an alternate

initial business combination. We expect to generate non-operating income in the form of interest income on investments held in trust 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,

an initial business combination.

For the year ended December 31, 2021, we had a net loss of $4,542,654,

which consisted of general and administrative expenses of $4,570,345 offset by interest earned on investments held in Trust Account of

$27,691.

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, and we had $1,646,100 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering,

and available for working capital purposes. 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.

For the year ended December 31, 2021, cash used in operating activities

was $611,071. Net loss of $4,542,654 was affected by interest earned on investments held in the Trust Account of $27,691 and changes in

operating assets and liabilities, which used $3,959,274 of cash for general and administrative expenses.

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For the period from August 13, 2020 (inception) through December 31,

2020, cash used in operating activities was $316,692. Net loss of $90,838 was affected by the formation cost paid by Sponsor in exchange

for issuance of founder shares of $5,000, interest earned on investments held in the Trust Account of $14,917, and changes in operating

assets and liabilities, which used $215,937 of cash for operating activities.

As of December 31, 2021, we had investments held

in the Trust Account of $115,042,608. 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. Through December 31, 2021,

we did not withdraw any interest earned on the Trust Account to pay our taxes. 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, 2021, we held $666,790 of cash

outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to complete the Business Combination

with MoonLake. If we do not complete the Business Combination with MoonLake and seek an alternate business combination target, we will

use such funds 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 the Business Combination or an alternate

initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that

the Business Combination or an alternate initial business combination does not close, we may use a portion of the working capital held

outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. 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. As of December 31, 2021, there were no amounts outstanding under any working capital loans.

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 completing the Business Combination

with MoonLake, or with identifying an alternate target business, undertaking in-depth due diligence and negotiating an alternate initial

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 the Business Combination

or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business Combination, in which

case we may issue additional securities or incur debt in connection with the Business Combination.

Going Concern

We have until October 22, 2022 to consummate a

Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination

is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the

mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our

ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required

to liquidate after October 22, 2022.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities,

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

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

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

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

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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.

On July 22, 2021, Helix retained SVB Leerink

as its financial advisor in connection with the proposed Business Combination, and SVB Leerink commenced its review of MoonLake and the

proposed transaction. On the same date, Helix also retained Jefferies as lead capital markets advisor and lead placement agent, Cowen

and Company, LLC (“Cowen”) as co-lead placement agent, and SVB Leerink as financial advisor and co-lead placement

agent for the PIPE financing. Under the placement agent engagement letters between Helix and each of Jefferies, Cowen, and SVB Leerink,

each of Jefferies, Cowen, and SVB Leerink are entitled to a placement agent fee based on the amount of gross proceeds of the PIPE, payable

upon the consummation of the PIPE.

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 sheets.

Net Income (Loss) per Ordinary Share

We calculate earnings per share to allocate net

income (loss) evenly to Class A and Class B ordinary shares. This presentation contemplates a Business Combination as the most likely

outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06,

“Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

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

2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception

and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning

after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently

assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

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.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

This information appears following Item 16 of this

Form 10-K and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures

that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls

are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the

chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our

disclosure controls and procedures as of December 31, 2021. Based upon their evaluation, and due to a material weakness in our internal

control over financial reporting over the accounting for complex financial instruments, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were

not effective as of December 31, 2021.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate

internal control over financial reporting, as defined in the Exchange Act Rule 13a-15(f). Our internal control over financial reporting

is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of

published financial statements. A control system, no matter how well designed and operated, can only provide reasonable, not absolute,

assurance that the objectives of the control system are met. Because of these inherent limitations, management does not expect that our

internal control over financial reporting will prevent all error and all fraud. Management conducted an evaluation of our internal control

over financial reporting based on the framework in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring

Organizations of the Treadway Commission (the “2013 Framework”). Based on our evaluation under the 2013 Framework, management

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

our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result,

we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally

accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-K present

fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

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Management has implemented

remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process

for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature,

identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form

10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status

as an emerging growth company under the JOBS Act.

Changes in Internal Control Over Financial

Reporting

The Company has made changes

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

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

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

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

ultimately have the intended effects.

ITEM 9B. OTHER INFORMATION.

None.

Item 9C. Disclosure Regarding

Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART

III

ITEM 10. DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our current directors and executive officers are

as follows:

Name Age Position

Bihua Chen 53 Chief Executive Officer and Chairwoman

Dr. Andrew J. Phillips 51 Chief Financial Officer

Nancy Chang 72 Director

Will Lewis 53 Director

John Schmid 59 Director

Bihua Chen serves

as the Chief Executive Officer and Chairwoman of our board of directors. In addition, Ms. Chen has served as a director of Biomea Fusion,

Inc. since April 2020, which completed its initial public offering in April 2021, and as a director of Erasca, Inc. since August 2020,

which completed its initial public offering in July 2021. Ms. Chen also serves on the board of several privately held life science companies:

Alta Vision, Inc., Supira Medical, Adona Medical, Inc., Umoja Biopharma, Inc., Chroma Medicine, Inc., Blossom Bioscience Ltd., Orionis

Biosciences, Aleksia Therapeutics, Inc., and Akura Medical, Inc. Ms. Chen is the founder and managing member of Cormorant. Prior to founding

Cormorant, Ms. Chen managed a separately managed account focused on the healthcare sector as a sub-adviser to a large, multi-strategy

hedge fund based in New York. During Ms. Chen’s time managing the account from 2005 through 2010, the account grew from $75 million

in assets to $800 million in assets. Prior to that, Ms. Chen was a healthcare analyst and sector portfolio manager for American Express

Asset Management, Boston. Ms. Chen has also served as a portfolio manager for the Asterion Life Science Fund from 2001 through 2002, an

equity analyst and portfolio manager for Bellevue Research from 2000 through 2001 and an equity analyst for Putnam Investments from 1998

through 2001. Ms. Chen obtained a Master of Business Administration degree from the Wharton School of Business in 1998 and graduated with

a Master of Science degree in Molecular Biology from the Graduate School of Biomedical Science at Cornell Medical College in 1994. Ms.

Chen also holds a Bachelor of Science degree in Genetics and Genetic Engineering from Fudan University, Shanghai, China, which she received

in 1990.

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Dr. Andrew J. Phillips

has served as a Managing Director at Cormorant Asset Management, an investment manager, since August 2020. Since April 2021 he

has also served as Chief Financial Officer of Helix and since June 2021 he has also served as Chief Executive Officer of Blossom Bioscience

Ltd., and since December 2021 he has also served as interim Chief Executive Officer of Aleksia Therapeutics Inc. Dr. Phillips is a Director

at the following private companies: OnKure, Inc., Expansion Therapeutics, Inc., BiVACOR, Inc., Blossom Bioscience, Ltd, Blossom Biomedicines

USA, Inc., ONK Therapeutics, Ltd., Kestrel Therapeutics Inc., and Enliven Therapeutics, Inc. Dr. Phillips previously served as a Director

at Elevation Oncology, Inc. from November 2020 through June 2021, and Immuneering Corp from December 2020 through July 2021. From January

2016 to March 2020, Dr. Phillips was with C4 Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on therapeutics for

the treatment of cancer and other diseases, where he served as Chief Executive Officer from May 2018 to March 2020, President from September

2016 to May 2018 and Chief Scientific Officer from January 2016 to May 2018. From July 2014 to January 2016, he served as Senior Director,

Center for Development of Therapeutics at the Broad Institute, a biomedical and genomic research organization. From June 2010 to January

2015, Dr. Phillips was a Professor of Chemistry at Yale University, and from July 2001 to June 2010 he was Assistant Professor, Associate

Professor, and Professor of Chemistry and Biochemistry at the University of Colorado. He holds a B.Sc. in Biochemistry and a Ph.D. in

Chemistry from the University of Canterbury in New Zealand.

Dr. Nancy Chang has

served on our board of directors since 2020. Dr. Chang is currently serving as the CEO of Ansun Biopharma, Inc., a clinical late

stage biopharmaceutical company focused on the development of unique host-directed anti-viral therapies for respiratory viruses. In addition

to her role with Ansun Biopharma, Inc., she also serves as the Chairman and Founder of Apex Capital, an investment management company

focused on investments in healthcare, education and socially responsible ventures. From 2007 to 2012, Dr. Chang was the Founder,

Chairperson and Senior Managing Director of Caduceus Asia Partners at OrbiMed Advisors L.L.C., one of the largest healthcare focused investment

management firms in the world. Prior to that, Dr. Chang was the Co-Founder, President, Chief Executive Officer and Chairman of Tanox,

Inc., a company focused on the development of therapeutics to address major unmet medical needs in the areas of asthma, allergy, inflammation,

HIV infection and other diseases affecting the human immune system, from 1986 to 2006, and led the Company through an initial public offering

in 2000 and growth to a $1 billion public valuation until its acquisition by Genentech Inc. in 2007. From 1980 to 1986, Dr. Chang

held several leadership positions at Centocor Biotech Inc., now a division of Johnson & Johnson. In addition, Dr. Chang

has served on the boards of a number of companies, including Charles River Laboratory International, Inc., Eddingpharm (Cayman) Inc.,

Crown Bioscience Inc., Applied Optoelectronics, Inc., SciClone Pharmaceuticals, Inc., and a number of other private companies. In addition,

Dr. Chang was a member of the board of directors at BIO (the Biotech Industry Organization in the U.S.) and BioHouston (the biotech

industry organization in Houston, Texas). She has published more than 35 papers on topics ranging from monoclonal antibodies to human

immunodeficiency virus (HIV) and holds seven patents. Dr. Chang graduated from National Tsing Hua University in Taiwan and received

her Ph. D. from the Division of Medical Sciences at Harvard Medical School in 1979.

Will Lewis has

served on our board of directors since 2020. He joined Insmed, Inc. in 2012 as President and Chief Executive Officer and as a member of

the board of directors. Mr. Lewis became chair of the board of directors in November 2018. He is the former Co-Founder, President,

and Chief Financial Officer of Aegerion Pharmaceuticals, Inc. (Nasdaq: AEGR), and previously spent more than 10 years working in

investment banking in the U.S. and Europe. He also previously worked for the U.S. government. Will holds a Bachelor of Arts

degree cum laude from Oberlin College as well as a Master of Business Administration and a Juris Doctor with Honors from Case Western

Reserve University. Will is a member of the board of trustees of BioNJ, the life sciences association for New Jersey, and a member of

the board of trustees of Case Western Reserve University.

John Schmid has

served on our board of directors since 2020. Mr. Schmid currently serves as a member of the board of directors of AnaptysBio, Inc.,

Design Therapeutics, Inc., Poseida Therapeutics, Inc., Xeris Pharmaceuticals, Inc., and Forge Therapeutics, Inc., all pharmaceutical companies,

and as the chairman of the board of directors of Speak, Inc., a speakers bureau, which he helped found in 1989. Mr. Schmid served

as Chief Financial Officer of Auspex Pharmaceuticals, Inc. from 2013 until its sale to Teva Pharmaceuticals, Inc. in 2015. Prior to Auspex

Pharmaceuticals, Inc., he co-founded Trius Therapeutics, Inc., where he served as Chief Financial Officer from 2004 until its merger with

Cubist Pharmaceuticals, Inc. in 2013. Mr. Schmid also served as Chief Financial Officer at GeneFormatics, Inc. from 1998 to 2003

and as Chief Financial Officer at Endonetics, Inc. from 1995 to 1998. Mr. Schmid holds a Bachelor’s degree in Economics from

Wesleyan University and a Master of Business Administration degree from the University of San Diego.

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Number and Terms of Office of Officers and Directors

Our board of directors consists of four members

and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those

directors appointed prior to our first general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements,

we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, consisting of Nancy Chang and Will Lewis will expire at our first annual general meeting.

The term of office of the second class of directors, consisting of John Schmid will expire at the second annual general meeting. The term

of office of the third class of directors, consisting of Bihua Chen will expire at the third annual general meeting.

Our officers are appointed by the board of directors

and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized

to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Director Independence

The rules of Nasdaq require that a majority of

our board of directors be independent within one year of our initial public offering. An “independent director” is defined

generally as a person who, in the opinion of the Company’s board of directors, has no material relationship with the listed company

(either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). We have three “independent

directors” as defined in Nasdaq rules and applicable SEC rules. Our board of directors has determined that Nancy Chang, Will Lewis

and John Schmid are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent

directors will have regularly scheduled meetings at which only independent directors are present.

Officer and Director Compensation

In September 2020, our sponsor transferred 30,000

founder shares to each of Dr. Chang, Mr. Lewis and Mr. Schmid. None of our officers or directors have received any cash compensation for

services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of

our initial business combination and our liquidation, we have agreed to pay our sponsor $10,000 per month for office space, utilities,

administrative services and remote support services provided to members of our management team. We may elect to make payment of customary

fees to members of our board of directors for director service. In addition, our sponsor, officers and directors, or any of their respective

affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying

potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly

basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial

business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements,

we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their

out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial

business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting

fees, will be paid by the Company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of

our initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All

of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials

furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount

of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation

will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be

responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended

to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority

of the independent directors on our board of directors.

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We do not intend to take any action to ensure that

members of our management team maintain their positions with us after the consummation of our initial business combination, although it

is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

Board Committees

Our board of directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation

committee are composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange

Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require

that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent

directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities

described below.

Audit Committee

We have established an audit committee of the board

of directors. Will Lewis and Nancy Chang serve as the members of the audit committee, and John Schmid chairs the audit committee. All

members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters.

Each member of the audit committee is financially

literate and our board of directors has determined that John Schmid qualifies as an “audit committee financial expert” as

defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which

details the principal functions of the audit committee, including:

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Compensation Committee

We have established a compensation committee of

the board of directors. Nancy Chang and John Schmid serve as the members of the compensation committee, and Will Lewis chairs the compensation

committee. All members of our compensation committee are independent of and unaffiliated with our sponsor and our underwriters.

We have adopted a compensation committee charter,

which details the principal functions of the compensation committee, including:

● reviewing our executive compensation policies and plans;

Notwithstanding the foregoing, as indicated above,

other than the payment of customary fees we may elect to make to members of our board of directors for director service and payment to

an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities, administrative services and remote

support services and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will

be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services

they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation

of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation

arrangements to be entered into in connection with such initial business combination.

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The compensation committee charter provides that

the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel

or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,

before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee

will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating and Corporate Governance Committee

We have established a nominating and corporate

governance committee of the board of directors. John Schmid and Will Lewis serve as the members of the nominating and corporate governance

committee, and Nancy Chang chairs the nominating and corporate governance committee. All members of our nominating and corporate governance

committee are independent of and unaffiliated with our sponsor and our underwriters.

We have adopted a nominating and corporate governance

committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

The nominating and corporate governance committee

charter provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and

terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s

fees and other retention terms.

We have not formally established any specific,

minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating

nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our

business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination

to our board of directors.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the

past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and

Ethics applicable to our directors, officers and employees. We have previously filed a copy of our Code of Business Conduct and Ethics

as an exhibit to the registration statement in connection with our Initial Public Offering. You will be able to review this document by

accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and

Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us.

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Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following

fiduciary duties:

(iii) directors should not improperly fetter the exercise of future discretion;

(vi) duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the Company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum

and articles of association or alternatively by shareholder approval at general meetings.

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 entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles

of association will 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.

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Below is a table summarizing the entities to which

our officers and directors currently have fiduciary duties or contractual obligations:

Individual Entity Entity’s Business Affiliation

Atia Vision, Inc. Biotechnology Director

Supira Medical Biotechnology Director

Adona Medical, Inc. Biotechnology Director

Biomea Fusion, Inc. Biotechnology Director

Erasca, Inc. Biotechnology Director

Helix Acquisition Corp. Biotechnology Director

Umoja Biopharma, Inc. Biotechnology Director

Chroma Medicine, Inc. Biotechnology Director

Blossom Bioscience Ltd Biotechnology Director

Aleksia Therapeutics, Inc. Biotechnology Director

Orionis Biosciences Biotechnology Director

Dr. Andrew J. Phillips Enliven Therapeutics, Inc. Biotechnology Director

OnKure, Inc. Biotechnology Director

BiVacor, Inc. Biotechnology Director

Blossom Bioscience Ltd Biotechnology Chief Executive Officer and Director

Expansion Therapeutics, Inc. Biotechnology Director

Blossom Biomedicines USA Biotechnology Director

Kestrel Therapeutics, Inc. Biotechnology Director

ONK Therapeutics, Ltd Biotechnology Director

Apex Enterprises, Inc. Biotechnology President

Will Lewis Insmed, Inc. Pharmaceutical Officer

BioNJ Life Sciences Association Director

John Schmid Speak, Inc. Advisory Director

AnaptysBio, Inc. Biotechnology Director

Design Therapeutics, Inc. Pharmaceutical Director

Xeris Pharmaceuticals, Inc. Pharmaceutical Director

Poseida Therapeutics, Inc. Pharmaceutical Director

Forge Therapeutics, Inc. Pharmaceutical Director

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.

Potential investors should also be aware of the following other potential

conflicts of interest:

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We cannot assure you that any of the above mentioned

conflicts will be resolved in our favor.

In the event that we submit our initial business

combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they

and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering

in favor of our initial business combination.

On October 4, 2021, we, the Sponsor, and other

Insiders agreed, at and conditioned upon the Closing of the Business Combination, to enter into the Amended Sponsor Letters. Pursuant

to the Amended Sponsor Letters, the Sponsor and Insiders will (i) waive the anti-dilution and conversion price adjustments set forth

in our Existing MAA with respect to the Class B ordinary shares held by the Sponsor and Insiders and (ii) vote in favor of approval

of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by the Company for

approval by our shareholders.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to

which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the

extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification

against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association

will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred

in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy

of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement

or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

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Our officers and directors have agreed to waive

any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest

or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse

against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us

if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage

shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have

the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful,

might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent

we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance

and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

ITEM 11. EXECUTIVE COMPENSATION.

None of our officers or directors have received

any cash compensation for services rendered to us. We will pay our Sponsor $10,000 per month for office space, utilities, secretarial

and administrative support services provided to members of our management team. In addition, our Sponsor, officers and directors, or any

of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf

such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will

review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments

prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee

review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors

and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying

and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including

finder’s and consulting fees, will be paid by the Company to our sponsor, officers and directors, or any of their respective affiliates,

prior to completion of our initial business combination.

After the completion of our initial business combination,

directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All

of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials

furnished to our shareholders in connection with a proposed business combination, including the Definitive Proxy Statement. We have not

established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It

is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the

post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers

will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely

by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that

members of our management team maintain their positions with us after the consummation of our initial business combination, although it

is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after

our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with

us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability

of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision

to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for

benefits upon termination of employment.

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ITEM 12. PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding

the beneficial ownership of our ordinary shares as of the date of this 10-K, by:

● each of our officers, directors and director nominees; and

● all our officers and directors as a group.

The beneficial ownership of our ordinary shares

is based on 14,805,000 ordinary shares issued and outstanding as of January 7, 2022, consisting of 11,930,000 Class A ordinary shares

and 2,875,000 of Class B ordinary shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting

and investment power with respect to all of our ordinary shares beneficially owned by them.

Directors, Executive Officers and Founders

Dr. Andrew Phillips -- 0.0 %

Five Percent Holders

Certain funds managed by Adage Capital Partners, L.P.(4) 1,011,589 6.8 %

T. Rowe Price Associates, Inc.(5) 746,862 6.2 %

Certain funds managed by BlackRock, Inc.(6) 741,906 5.0 %

Certain funds managed by RTW Investments, LP(7) 750,000 5.1 %

* Less than one percent.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Founder Shares

On August 19, 2020, our sponsor paid $25,000, or

approximately $0.007 per share, to cover certain of our offering and formation costs in exchange for 3,593,750 founder shares. On September

30, 2020, our sponsor surrendered, for no consideration, 718,750 founder shares, resulting in our sponsor holding 2,875,000 founder shares

(value of $0.009 per share). In September 2020, our sponsor transferred 30,000 founder shares to each of Dr. Chang, Mr. Lewis and Mr.

Schmid.

The founder shares, Private Placement Shares and

any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions

in the agreement entered into by our sponsor and management team. Those lock-up provisions provide that (i) the founder shares are not

transferable or salable until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent

to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted

for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after our initial business combination and (B) the date following the completion of our initial

business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our

shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) the Private Placement

Shares are not transferable or salable until 30 days after the completion of our initial business combination. Additionally, pursuant

to the Sponsor Letter, our Sponsor has agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after

the completion of our initial business combination.