The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Note 1 — Description of
Organization and Business Operations
Helix Acquisition Corp. (the
“Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 13, 2020. The Company was
incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (a “Business Combination”).
The Company is not limited
to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2021,
the Company had not commenced any operations. All activity for the nine months ended September 30, 2021 relates to the Company’s
formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement
for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020 the Company consummated
the Initial Public Offering of 11,500,000 Class A ordinary shares (the “Public Shares”) at $10.00 per Public Share, which
included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at $10.00 per
Public Share, generating gross proceeds of $115,000,000, which is described in Note 4.
Simultaneously with the closing
of the Initial Public Offering, the Company consummated the sale of 430,000 private placement shares (the “Private Placement Shares”)
at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”), generating
gross proceeds of $4,300,000, which is described in Note 5.
Transaction costs charged
to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $425,447
of other offering costs.
Following the closing of
the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public
Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”)
and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment
company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination
and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company’s management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private
Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a
fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions
and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business
Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a
controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment
Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company provided the
holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares
upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation
of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding Public Shares, subject to certain limitations as. The per-share amount to be distributed
to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will
pay to the underwriters (as discussed in Note 7).
The Company will proceed
with a Business Combination by seeking shareholder approval, and will proceed if it receives an ordinary resolution under Cayman Islands
law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business
or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions
pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing
substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.
If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares
(as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.
Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether
they vote for or against a proposed Business Combination.
Notwithstanding the foregoing,
if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without
the Company’s prior written consent.
The Sponsor has agreed (a) to
waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with
the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles
of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights
or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of
then issued and outstanding Public Shares.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
The Company will have until
24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).
However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public
Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has agreed to
waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares it
will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of
its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account
if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights
to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00).
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party
(other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value
of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a
third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third
party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce
the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors,
service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other
entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any
kind in or to monies held in the Trust Account.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Liquidity and Capital Resources
As of September 30, 2021,
the Company had approximately $1.0 million in its operating bank accounts and working capital deficit of approximately $0.9 million.
Prior to the completion of
the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from the Sponsor
to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant
to a promissory note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order
to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the
Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of September
30, 2021, there were no amounts outstanding under any Working Capital Loan.
Note 2 — Restatement of Previously Issued
Financial Statements
In connection with the preparation of the Company’s financial
statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares
in temporary equity, as stated in the Form 8-K filed with the SEC on December 3, 2021. In accordance with ASC 480, paragraph 10-S99, redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent
equity. The Company previously determined the Class A ordinary shares subject to possible redemption to be equal to the redemption
value of $10.00 per Class A ordinary share while also taking into consideration a redemption cannot result in net tangible assets
being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible
assets. Effective with these financial statements, the Company restated this interpretation to include temporary equity in net tangible
assets. Accordingly, effective with this filing, the Company presents all redeemable Class A ordinary shares as temporary equity and recognizes
accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.
As a result, management has
noted a restatement related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of
the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent
available), accumulated deficit and Class A ordinary shares.
In connection with the change
in presentation for the Class A ordinary shares subject to redemption, the Company also restated its income (loss) per ordinary share
calculation 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 ordinary shares share pro rata in the income (loss) of the Company.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
There has been no change in the Company’s
total assets, liabilities or operating results.
The impact of the restatement on the Company’s
financial statements is reflected in the following table.
Condensed Balance Sheet as of March 31, 2021 (Unaudited)
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
107,407,420
|
|
|
$
|
7,592,580
|
|
|
$
|
115,000,000
|
|
Class A ordinary shares
|
|
$
|
119
|
|
|
$
|
(76
|
)
|
|
$
|
43
|
|
Additional paid-in capital
|
|
$
|
5,166,726
|
|
|
$
|
(5,166,726
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(167,129
|
)
|
|
$
|
(2,425,778
|
)
|
|
$
|
(2,592,907
|
)
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,004
|
|
|
$
|
(7,592,580
|
)
|
|
$
|
(2,592,576
|
)
|
Number of Class A ordinary shares subject to possible redemption
|
|
|
10,740,742
|
|
|
|
759,258
|
|
|
|
11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Balance Sheet as of June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
107,255,090
|
|
|
$
|
7,744,910
|
|
|
$
|
115,000,000
|
|
Class A ordinary shares
|
|
$
|
120
|
|
|
$
|
(77
|
)
|
|
$
|
43
|
|
Additional paid-in capital
|
|
$
|
5,319,055
|
|
|
$
|
(5,319,055
|
)
|
|
$
|
—
|
|
Accumulated deficit
|
|
$
|
(319,462
|
)
|
|
$
|
(2,425,778
|
)
|
|
$
|
(2,745,240
|
)
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(7,744,910
|
)
|
|
$
|
(2,744,909
|
)
|
Number of Class A ordinary shares subject to possible redemption
|
|
|
10,725,509
|
|
|
|
774,491
|
|
|
|
11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
11,500,000
|
|
|
|
430,000
|
|
|
|
11,930,000
|
|
Basic and diluted net loss per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
3,305,000
|
|
|
|
(430,000
|
)
|
|
|
2,875,000
|
|
Basic and diluted net income (loss) per share, Class B ordinary shares
|
|
$
|
(0.03
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the Three Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
11,500,000
|
|
|
|
430,000
|
|
|
|
11,930,000
|
|
Basic and diluted net loss per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
3,305,000
|
|
|
|
(430,000
|
)
|
|
|
2,875,000
|
|
Basic and diluted net income (loss) per share, Class B ordinary shares
|
|
$
|
(0.05
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Operations for the Six Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, Class A ordinary shares
|
|
|
11,500,000
|
|
|
|
430,000
|
|
|
|
11,930,000
|
|
Basic and diluted net loss per share, Class A ordinary shares
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Weighted average shares outstanding, Class B ordinary shares
|
|
|
3,305,000
|
|
|
|
(430,000
|
)
|
|
|
2,875,000
|
|
Basic and diluted net income (loss) per share, Class B ordinary shares
|
|
$
|
(0.08
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A ordinary shares to redemption
|
|
$
|
76,290
|
|
|
$
|
(76,290
|
)
|
|
$
|
—
|
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,004
|
|
|
$
|
(7,592,578
|
)
|
|
$
|
(2,592,574
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Shareholders’ Equity (Deficit) for the Three Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A ordinary shares to redemption
|
|
$
|
152,330
|
|
|
$
|
(152,330
|
)
|
|
$
|
—
|
|
Total Shareholders’ Equity (Deficit)
|
|
$
|
5,000,001
|
|
|
$
|
(7,744,908
|
)
|
|
$
|
(2,744,907
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A ordinary shares subject to possible redemption
|
|
$
|
(76,290
|
)
|
|
$
|
76,290
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Statement of Cash Flows for Six Months Ended June 30, 2021 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of Class A ordinary shares to possible redemption
|
|
$
|
(228,620
|
)
|
|
$
|
228,620
|
|
|
$
|
—
|
|
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Going Concern
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update
(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”
the Company has until October 22, 2022 to consummate a Business Combination. It is uncertain that the Company 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 of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a
Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue
as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
after October 22, 2022.
Note 3 — Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying unaudited
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation
S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in
financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC
for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation
of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial
statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial
position, operating results and cash flows for the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A as filed with
the SEC on December 14, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and
nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021
or for any future periods.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of condensed
financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of expenses during the reporting period.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information
becomes available and, accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have
any cash equivalents as of September 30, 2021.
Offering Costs
Offering costs consisted
of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public
Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially
charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering
(see Note 1).
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for
its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified
as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’
equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events. Accordingly, an aggregate of 11,500,000 Class A ordinary shares subject
to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance
sheets at September 30, 2021 and December 31, 2020.
The Company recognizes changes
in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value
at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion
from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit.
At September 30, 2021
and December 31, 2020, the Class A ordinary shares reflected in the condensed balance sheets are reconciled in the following table:
Gross proceeds
|
|
$
|
115,000,000
|
|
Less:
|
|
|
|
|
Class A ordinary shares issuance costs
|
|
|
(6,750,445
|
)
|
Plus:
|
|
|
|
|
Accretion of carrying value to redemption value
|
|
|
6,750,445
|
|
|
|
|
|
|
Class A ordinary shares subject to possible redemption
|
|
$
|
115,000,000
|
|
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Income Taxes
The Company accounts for
income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and
reporting for income taxes.
ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The
Company is subject to income tax examinations by major taxing authorities since inception.
The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero
for the period presented. The Company’s management does not expect the total amount of unrecognized tax benefits will materially
change over the next twelve months.
Net Income (Loss) Per Ordinary Share
The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is
computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies
the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares
is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted
income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and
(ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30,
2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted
into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic
net loss per ordinary share for the periods presented.
The following table reflects
the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
September 30,
2021
|
|
|
Nine Months Ended
September 30,
2021
|
|
|
For the
Period from
August 13,
2020 (Inception)
Through
September 30,
2020
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
|
Class A
|
|
|
Class B
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of net loss, as adjusted
|
|
$
|
(1,685,772
|
)
|
|
$
|
(406,253
|
)
|
|
$
|
(1,869,999
|
)
|
|
$
|
(450,650
|
)
|
|
$
|
—
|
|
|
$
|
(5,000
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
11,930,000
|
|
|
|
2,875,000
|
|
|
|
11,930,000
|
|
|
|
2,875,000
|
|
|
|
—
|
|
|
|
2,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
—
|
|
|
$
|
(0.00
|
)
|
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. The Company has not experienced losses on this account
and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of the Company’s
assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the
carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature.
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 the
Company’s condensed financial statements.
Note 4 — Initial Public Offering
Pursuant to the Initial Public
Offering, the Company sold 11,500,000 Public Shares, which included the full exercise by the underwriters of their over-allotment option
in the amount of 1,500,000 Public Shares, at a purchase price of $10.00 per Public Share generating gross proceeds of $115,000,000.
Note 5 — Private Placement
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased an aggregate of 430,000 Private Placement Shares at a price of $10.00 per Private
Placement Share, for an aggregate purchase price of $4,300,000. A portion of the proceeds from the Private Placement Shares were added
to the proceeds from the Initial Public Offering held in the Trust Account.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Note 6 — Related Party
Transactions
Founder Shares
On August 19, 2020, the Sponsor
paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On March
31, 2021, 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. As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder
Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject
to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earliest of: (A) one
year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar
transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property.
Administrative Services Agreement
Commencing on October 22,
2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services
and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly
fees. For the three months and nine months ended September 30, 2021, the Company incurred and accrued $30,000 and $90,000 in fees for
these services, respectively. For the period from August 13, 2020 (inception) through September 30, 2020, the Company did not incur any
fees for these services. A total of $110,000 and $20,000 are included in accrued expenses in the accompanying condensed balance sheets
as of September 30, 2021 and December 31, 2020.
Related Party Loans
In order to finance transaction
costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working
Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares
at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2021, the Company had no outstanding borrowings
under the Working Capital Loans.
Note 7 — Commitments and
Contingencies
Risks and Uncertainties
Management continues to evaluate
the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific
impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Registration Rights
Pursuant to a registration
rights agreement entered into on October 19, 2020, the holders of the Founder Shares and Private Placement Shares that may be issued upon
conversion of Working Capital Loans will be entitled to registration rights require the Company to register a sale of any of the Company’s
securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain
liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
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 the Company completes a Business Combination, subject to the terms of the underwriting
agreement.
Note 8 — Shareholders’
Equity
Preference Shares
— The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations,
voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September
30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.
Class A Ordinary
Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001
per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December 31,
2020, there were 430,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject to possible
redemption.
Class B Ordinary
Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001
per share. Holders of the Class B ordinary shares are entitled to one vote for each share. As of September 30, 2021 and December
31, 2020, there were 2,875,000 Class B ordinary shares issued and outstanding, respectively.
Holders of Class A ordinary
shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders,
except as required by law.
In a vote to continue the
Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary
shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have
one vote for every Class A ordinary share.
The Class B ordinary
shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities,
are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion
of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion
(after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A
ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed
issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller
in a Business Combination and any Private Placement Shares issued upon conversion of Working Capital Loans; provided that such conversion
of Founder Shares will never occur on a less than one-for-one basis.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Note 9 — Fair Value Measurements
The fair value of the Company’s
financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
|
|
|
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The Company classifies its
U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.”
Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity
treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of
premiums or discounts.
At September 30, 2021, assets
held in the Trust Account were comprised of $115,040,353 in money market funds which are invested primarily in U.S. Treasury securities.
During the nine months ended September 30, 2021, the Company withdrew $14,917 of interest income from the Trust Account to pay for taxes.
At December 31, 2020, assets
held in the Trust Account were comprised of $457 in cash and $115,014,460 in U.S. Treasury securities. During the year ended December 31,
2020, the Company did not withdraw any interest income from the Trust Account.
The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value
of held-to-maturity securities at December 31, 2020 are as follows:
Level
|
|
Held-To-Maturity
|
|
Amortized
Cost
|
|
|
Gross
Holding
Gain
|
|
|
Fair Value
|
|
1
|
|
U.S. Treasury Securities (Matured on 1/21/21)
|
|
$
|
115,014,460
|
|
|
$
|
1,417
|
|
|
$
|
115,015,877
|
|
The following table presents
information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2021 and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
|
|
|
Fair Value
|
|
Level:
|
Assets:
|
|
|
|
|
1
|
Investments held in Trust Account
|
|
$
|
115,040,353
|
|
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)
Note 10 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the condensed balance sheet date up to the date that the financial statements were issued.
On October 4, 2021, the Company
announced that it entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company,
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 equity holders of MoonLake (collectively, the
“ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of the Company (the “Sponsor”),
and the representative of the ML Parties.
Following completion (the
“Closing” and the date of Closing, the “Closing Date”) of the Business Combination contemplated by the Business
Combination Agreement, (i) the existing equityholders 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 the Company determined by
multiplying the number of MoonLake common shares held by them immediately prior to the Closing by the Exchange Ratio; (ii) ) certain
equity holders of MoonLake (the “BVF Shareholders”) will assign all of their MoonLake common shares to the Company and the
Company will issue to the BVF Shareholders an aggregate number of the Company’s 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. At the Closing,
the Company will change its name to “MoonLake Immunotherapeutics.”
The Business Combination
has been approved by the boards of directors of each of the Company and MoonLake. The Closing is expected to occur late in the fourth
quarter of 2021 or early in the first quarter of 2022, following the receipt of the required approval by MoonLake’s and the Company’s
shareholders and the satisfaction of certain other customary closing conditions.
On October 4, 2021, concurrently
with the execution of the Business Combination Agreement, the Company 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 the Company’s Class A ordinary shares at a price of $10.00 per share, for an aggregate purchase
price of $115,000,000 (the “PIPE”).
The PIPE is expected to be
consummated immediately prior to or substantially concurrently with the Closing of the Business Combination. The closing of the PIPE is
conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and
the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of
the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction
of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription
Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors.
The Subscription Agreements
will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement
or Investment Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the Company and the PIPE Investor
to terminate its Subscription Agreement; (c) if on the Closing Date, any of the conditions to closing set forth in the Subscription
Agreement are not satisfied or waived, and, as a result thereof, the transactions contemplated in the Subscription Agreement are not consummated
at the Closing; or (d) May 30, 2022.