UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

SCHEDULE 14A

___________________

Information Required in Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

Helix Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

 

 

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HELIX ACQUISITION CORP.
c/o Cormorant Asset Management, LP
200 Clarendon Street, 52
nd Floor,
Boston, MA 02116

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF
HELIX ACQUISITION CORP.

Dear Shareholders of Helix Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Helix Acquisition Corp., a Cayman Islands exempted company (“Helix,” the “Company,” “we,” “us” or “our”), which will be held at 9:00 AM, Eastern Time, on March 31, 2022, at https://www.cstproxy.com/helixacquisition/2022. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, we have determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of our shareholders, directors and management team. For the purposes of Cayman Islands law and our existing memorandum and articles of association (the “Existing MAA”), the physical location of the extraordinary general meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the extraordinary general meeting by visiting https://www.cstproxy.com/helixacquisition/2022 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

On October, 4, 2021, Helix entered into a Business Combination Agreement (as may be amended and restated from time to time, the “Business Combination Agreement”) with MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536 (“MoonLake”), the existing securityholders of MoonLake set forth on the signature pages thereto (collectively, the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of Helix (the “Sponsor”), and the representative of the ML Parties (in such capacity, the “ML Parties’ Representative”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” You are being asked to vote on the Business Combination and related matters.

Following completion (the “Closing” and the date of Closing, the “Closing Date”) of the Business Combination, (i) the existing securityholders of MoonLake (except as noted below with respect to the BVF Shareholders (as defined below)) will retain their equity interests in MoonLake and will receive a number of non-economic voting shares in Helix determined by multiplying the number of MoonLake Common Shares (as defined below) held by them immediately prior to the Closing by the Exchange Ratio (as defined below); (ii) the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Class A Ordinary Shares (as defined below) equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio; and (iii) Helix will receive a controlling equity interest in MoonLake in exchange for making the Cash Contribution (as defined below). The “Exchange Ratio” is the quotient obtained by dividing (a) 360,000,000 by (b) the fully diluted shares of MoonLake prior to the Closing by (c) 10. Substantially all of the assets and business of MoonLake and Helix will be held by MoonLake as the operating company following the Closing.

The ML Parties (other than the BVF Shareholders) will be issued, for nominal consideration, Class C Ordinary Shares (as defined below), with each ML Party (other than the BVF Shareholders) receiving a number of Class C Ordinary Shares equal to the number of MoonLake Common Shares it owns following the Restructuring (as defined below) multiplied by the Exchange Ratio. Beginning six months after the Closing Date, each ML Party (other than the BVF Shareholders) will have the option to exchange its MoonLake Common Shares for a number of Class A Ordinary Shares equal to the product of (i) the number of MoonLake Common Shares then held by (ii) the Exchange Ratio, and, upon such exchange, will surrender for no consideration a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued to the ML Party pursuant to the exchange.

 

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On October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include an affiliate of the Sponsor and the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,500,000 Class A Ordinary Shares at a price of $10.00 per share, for an aggregate purchase price of $115,000,000 (the “PIPE”).

At the Closing, Helix will change its name to “MoonLake Immunotherapeutics.” We anticipate the post-Business Combination equity ownership of Helix, on a Fully Diluted Share basis, will be as follows: Helix’s public shareholders will hold approximately 18.5%, the Sponsor and initial shareholders will hold approximately 5.3%, the PIPE Investors (including an affiliate of the Sponsor and certain existing securityholders of MoonLake) will hold approximately 18.5%, and the ML Parties will hold approximately 57.8%, which pro forma ownership: assumes: (i) no holders of Helix’s public shares exercise their redemption rights, (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders) and calculating the Exchange Ratio based on MoonLake’s Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market, and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing. If the maximum number of public shares are redeemed which would still allow Helix to satisfy the requirement that Helix have at least $5,000,001 of net tangible assets immediately prior to or upon the Closing, such percentages will be approximately 0%, 6.5%, 22.6%, and 70.9%, respectively. For a more detailed description of the assumptions underlying such maximum and minimum redemption scenarios, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Our Class A Ordinary Shares are currently listed on the Capital Market of the Nasdaq Stock Market under the symbol “HLXA.” We have applied to continue the listing of Class A Ordinary Shares on the Nasdaq Stock Market under the symbol “MLTX” upon the Closing. It is a condition to the consummation of the Business Combination that the Class A Ordinary Shares to be issued to the BVF Shareholders and PIPE Investors in the Business Combination be approved for listing on the Nasdaq Stock Market (“Nasdaq”) (subject only to official notice of issuance thereof), but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement and by each PIPE Investor pursuant to the terms of the Subscription Agreements. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of our Class A Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that such condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement and by the PIPE Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore our Class A Ordinary Shares would not be listed on any nationally recognized securities exchange.

Assuming approval of the Business Combination by Helix’s shareholders and the satisfaction or waiver of the other closing conditions set forth in the Business Combination Agreement, the following transactions will occur:

(i)     At least four business days prior to the Closing Date, Helix and MoonLake will determine as of such date (x) the cash in Helix’s trust account established in connection with Helix’s initial public offering (the “Trust Account”), less amounts required to satisfy any redemptions and less the aggregate amount of any unpaid Helix transaction expenses plus the aggregate proceeds actually received by Helix from any consummated PIPE as of such date (collectively, the “Preliminary Investment Amount”), and (y) the number of Class V Voting Shares of MoonLake, par value CHF 0.01 per share (“MoonLake Class V Voting Shares”), to be issued by MoonLake to Helix at the Closing, which will be equal to (A) the Preliminary Investment Amount divided by (B) the Exchange Ratio (such number of shares, the “MoonLake Preliminary Class V Voting Shares”).

(ii)    At least three business days prior to the Closing Date, Helix will transfer an amount equal to the product of the MoonLake Preliminary Class V Voting Shares multiplied by CHF 0.01 (the nominal amount of each MoonLake Class V Voting Share) to a blocked Swiss bank account of MoonLake.

(iii)   One business day prior to the Closing Date, subject to approval by MoonLake’s shareholders and registration by the competent Swiss commercial register, the ML Parties and MoonLake will effectuate a restructuring of the share capital of MoonLake (the “Restructuring”), to, among other things, (x) convert

 

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the existing Series A preferred shares of MoonLake, par value of CHF 0.10 per share (the “MoonLake Series A Preferred Shares”) into an equal number of common shares of MoonLake with a par value CHF 0.10 per share (the “MoonLake Common Shares”), such that the ML Parties will hold a single class of capital stock of MoonLake immediately prior to the Closing and (y) approve a capital increase for the issuance of MoonLake Class V Voting Shares, each MoonLake Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake Common Share.

(iv)   At the Closing, all then-outstanding Class B ordinary shares of Helix, par value $0.0001 per share (the “Class B Ordinary Shares”), will be automatically converted into Class A ordinary shares of Helix, par value $0.0001 per share (the “Class A Ordinary Shares”), on a one-for-one basis.

(v)    At the Closing, Helix will amend and restate its existing memorandum and articles of association (as amended and restated, the “Proposed MAA”) to, among other things, establish a share structure containing the Class A Ordinary Shares, which will carry economic and voting rights, and Class C ordinary shares of Helix, par value $0.0001 per share (the “Class C Ordinary Shares”), which will carry voting rights but no economic rights.

(vi)   On the Closing Date, Helix and MoonLake will determine (x) the aggregate cash available to Helix at the Closing, based on the amount of cash in the Trust Account less amounts actually required to satisfy any payments made in satisfaction of redemptions by Helix’s public shareholders and the payment of certain permitted transaction expenses of Helix plus the aggregate proceeds actually received from the PIPE (collectively, the “Available Closing Date Cash”), (y) the final number of MoonLake Class V Voting Shares attributable to Helix at the Closing based on the Available Closing Date Cash, and (z) the Available Closing Date Cash less the product of the MoonLake Preliminary Class V Voting Shares and CHF 0.01 (the “Cash Contribution”).

(vii)  On the Closing Date, Helix will pay all unpaid transaction expenses and then make available the remaining Cash Contribution to MoonLake.

(viii) If the Available Closing Date Cash is lower than the Preliminary Investment Amount, at the election of MoonLake, Helix will retransfer to MoonLake the number of MoonLake Class V Voting Shares at par value that have been issued in excess.

(ix)   On the Closing Date, following the Restructuring, certain of the ML Parties (the “BVF Shareholders”) will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio.

(x)    On the Closing Date, Helix will issue Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders).

(xi)   On the Closing Date, Helix will issue to the PIPE Investors an aggregate of 11,500,000 Class A Ordinary Shares at a price of $10.00 per share for gross proceeds of $115,000,000.

Helix and MoonLake cannot complete the Business Combination unless Helix’s shareholders approve the Business Combination, including the issuance of ordinary shares to the ML Parties as consideration, and certain of the other proposals contained herein. Helix is sending you this proxy statement to ask you to vote in favor of the Business Combination Proposal, as described below, and the other matters described in this proxy statement.

At the extraordinary general meeting, you will be asked to consider and vote on the following proposals:

(1)    Proposal No. 1:    A proposal to approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A-1, and approve the Business Combination and other transactions contemplated by the Business Combination Agreement (we refer to this proposal as the “Business Combination Proposal”);

 

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(2)    Proposal Nos. 2(A) — (C):    Proposals to approve the amendment and restatement of the Existing MAA, each of which, if approved, would take effect upon the Closing (we refer to these proposals as the “Binding Organizational Documents Proposals”):

Binding Organizational Documents Proposal A:    a proposal to approve the change in authorized share capital of Helix, from US$55,500 divided into 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, and 5,000,000 preference shares, to US$65,500 divided into 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, 100,000,000 Class C Ordinary Shares, and 5,000,000 preference shares by the creation of an additional 100,000,000 Class C Ordinary Shares with a par value of US$0.0001 each;

Binding Organizational Documents Proposal B:    a proposal to approve the change in Helix’s name, from “Helix Acquisition Corp.” to “MoonLake Immunotherapeutics”; and

Binding Organizational Documents Proposal C:    a proposal to approve the adoption of the second amended and restated memorandum and articles of association of the Company (the “Proposed MAA”), a copy of which is attached to the accompanying proxy statement as Annex B;

(3)    Proposal Nos. 3(A) — (H):    Proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed MAA, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eight sub-proposals (which we refer to, collectively, as the “Advisory Organizational Documents Proposals”);

Advisory Organizational Documents Proposal A:    assuming Binding Organizational Documents Proposal A is approved, a proposal to approve an amendment to the Existing MAA to provide for an increase in the authorized share capital from US$55,500 divided into 500,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each to US$65,500 divided into 500,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, 100,000,000 Class C Ordinary Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each, to reflect the establishment of the Class C Ordinary Share class;

Advisory Organizational Documents Proposal B:    assuming Binding Organizational Documents Proposal A is approved, a proposal to approve an amendment to the Existing MAA to provide (i) for the rights attaching to Class A Ordinary Shares and Class C Ordinary Shares, (ii) that Class C Ordinary Shares may be transferred only as set out in the A&R Shareholders’ Agreement to be in effect following the Closing, and (iii) for restrictions on certain share adjustments (capitalizations, share subdivisions, share consolidations, reclassifications and recapitalizations) with respect to the issuance of Class C Ordinary Shares;

Advisory Organizational Documents Proposal C:    a proposal to require the consent of a class of shares, voting separately, for any variation of the rights of such class instead of the board of directors’ ability to vary class rights without consent from shareholders of a class where the board of directors considered the variation would not have a material adverse effect on such rights;

Advisory Organizational Documents Proposal D:    a proposal to remove the ability of the board of directors to remove one of their members for cause;

Advisory Organizational Documents Proposal E:    a proposal for an extended notice period for shareholders to nominate a director without a timely public announcement;

Advisory Organizational Documents Proposal F:    a proposal for restrictions on the ability of non-employee directors to pursue certain business opportunities wherein the Company retains its interest in any opportunity offered to any non-employee director if such opportunity is expressly offered to such non-employee director solely in his or her capacity as a director;

 

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Advisory Organizational Documents Proposal G:    a proposal for the elimination of the minimum shareholder requirement in general meeting proposals and director nomination provisions; and

Advisory Organizational Documents Proposal H:    a proposal for certain additional changes, including, among other things (i) removing terms providing for the automatic conversion of Class B Ordinary Shares to Class A Ordinary Shares in connection with consummation of an initial business combination; (ii) removing shareholder redemption provisions; (iii) removing the limitation on paying cash remuneration to directors prior to the consummation of an initial business combination; (iv) removing the right of holders of Class B Ordinary Shares to appoint and remove directors and the protective amendment threshold prior to the consummation of an initial business combination and instead requiring a special resolution to remove any director; (v) removing weighted voting for a special resolution to approve a transfer out by way of continuation; (vi) removing an additional requirement, prior to the consummation of an initial business combination, for an amending special resolution to be supported by an affirmative vote of a simple majority of Class B Ordinary Shares or any amendment to the relevant article; and (vii) removing certain defined terms relevant to when the Company was a special purpose acquisition company, all of such terms being relevant only to a company operating as a special purpose acquisition company and which our board of directors believes are necessary to adequately address the needs of the post-business combination Company.

(4)    Proposal No. 4:    A proposal to approve, for the purpose of complying with the applicable Nasdaq listing rules, (i) the issuance of Class A Ordinary Shares to the BVF Shareholders and Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders), including the Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares by such ML Parties, pursuant to the terms of the Business Combination Agreement, Investment Agreement, and the A&R Shareholders’ Agreement, and (ii) the issuance of Class A Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Nasdaq Proposal”);

(5)    Proposal No. 5:    A proposal to approve the MoonLake Immunotherapeutics 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “Incentive Plan Proposal”); and

(6)    Proposal No. 6:    A proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Helix’s shareholders; (B) if, as of the time for which the extraordinary general meeting is originally scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; (C) to seek withdrawals of redemption requests from public shareholders; or (D) to solicit additional proxies from Helix shareholders in favor of one or more of the proposals at the extraordinary general meeting (we refer to this proposal as the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Business Combination Agreement, the approval of each of the Business Combination Proposal, each of the Binding Organizational Documents Proposals, and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals, and the adoption of all proposals (other than the Adjournment Proposal) are conditioned on the approval of the Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the extraordinary general meeting as the first proposal to be voted on.

Only holders of record of Class A Ordinary Shares and Class B Ordinary Shares at the close of business on January 7, 2022 (the “record date”) are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting and electronically during the extraordinary general meeting at https://www.cstproxy.com/helixacquisition/2022.

 

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We are providing the accompanying proxy statement and proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, we urge you to read the accompanying proxy statement carefully and submit your proxy to vote on the Business Combination. Please pay particular attention to the section entitled “Risk Factors” beginning on page 48 of the proxy statement.

After careful consideration, Helix’s board of directors (the “Helix Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Business Combination Proposal, each of the Binding Organizational Documents Proposals, each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal is in the best interests of Helix and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Helix and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities in the accompanying proxy statement for further discussion.

Approval of the Business Combination Proposal, Binding Organizational Documents Proposal A, each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal require approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting. Approval of Binding Organizational Documents Proposals B and C require approval of a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the holders of the outstanding ordinary shares (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class) who being present in person (which would include presence at the virtual meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Our “initial shareholders” (consisting of the Sponsor and our independent directors, Nancy Chang, Will Lewis and John Schmid) and our other officers and directors (together with the initial shareholders, the “Insiders”) entered into letter agreements (each, a “Sponsor Letter”) at the time of Helix’s initial public offering (the “IPO”), pursuant to which, among other things, they agreed to vote all Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination Proposal. Such Sponsor Letters were amended on October 4, 2021, concurrently with the execution of the Business Combination Agreement (the “Amended Sponsor Letters”). Pursuant to the Amended Sponsor Letters, the Insiders agreed to vote in favor of approval of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by Helix for approval by Helix’s shareholders. As of the date hereof, our initial shareholders own approximately 22.3% of our total outstanding ordinary shares. Accordingly, only 4,097,501 public shares, or approximately 35.6% of the 11,500,000 Class A Ordinary Shares sold in Helix’s initial public offering, need to be voted in favor of the Business Combination Proposal in order for it to be approved assuming all outstanding ordinary shares are voted on such proposal. If only a minimum quorum, consisting of a bare majority of outstanding Helix ordinary shares, is present at the extraordinary general meeting, Helix would need only 396,251 public shares, or approximately 3.4% of the Class A Ordinary Shares sold in Helix’s IPO, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things, approval of each of the Binding Organizational Documents Proposals and the Nasdaq Proposal, compliance with the Minimum Cash Condition, and the requirement that Helix have net tangible assets of not less than $5,000,001 immediately prior to or upon consummation of the Business Combination).

 

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Pursuant to Helix’s Existing MAA, a holder (a “public shareholder”) of Class A Ordinary Shares originally sold by Helix in its IPO (“public shares”) may request that we redeem all or a portion of such public shareholder’s public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a)     hold public shares and are not the Sponsor or an officer or director of Helix; and

(b)     prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting), (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your public shares for cash, and (ii) deliver your public shares to the Transfer Agent, physically or electronically through the Deposit/Withdrawal at Custodian (DWAC) system maintained by The Depository Trust Company (“DTC”).

Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal or do not vote at all, and regardless of whether they are holders on the record date. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in Helix’s Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of January 7, 2022, the record date, this would have amounted to approximately $10.00 per public share. Prior to exercising redemption rights, shareholders should verify the market price of the Class A Ordinary Shares as they may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Helix cannot assure our shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its public shares in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Helix instruct our Transfer Agent to return the public shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.

All of our shareholders are cordially invited to attend the virtual extraordinary general meeting. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a shareholder of record holding ordinary shares, you may cast your vote during the virtual extraordinary general meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote during the virtual extraordinary general meeting, obtain a proxy from your broker or bank.

 

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Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that your shares are represented and voted at the extraordinary general meeting.

On behalf of our board of directors, I would like to thank you for your support of Helix Acquisition Corp. and look forward to a successful completion of the Business Combination.

 

By Order of the Board of Directors,

   

/s/ Bihua Chen

   

Bihua Chen

February 14, 2022

 

Chairwoman

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT FOR MORE SPECIFIC INSTRUCTIONS.

Neither the SEC nor any state securities commission has approved or disapproved of the transactions described in the accompanying proxy statement, passed upon the merits or fairness of the Business Combination Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated February 14, 2022 and is first being mailed to our shareholders on or about February 14, 2022.

 

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HELIX ACQUISITION CORP.
c/o Cormorant Asset Management, LP
200 Clarendon Street, 52
nd Floor,
Boston, MA 02116

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF HELIX ACQUISITION CORP.

To Be Held On March 31, 2022

To the Shareholders of Helix Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of shareholders of Helix Acquisition Corp., a Cayman Islands exempted company (“Helix,” the “Company,” “we,” “us” or “our”), will be held at 9:00 AM, Eastern Time, on March 31, 2022, at https://www.cstproxy.com/helixacquisition/2022 (the “extraordinary general meeting”). In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, we have determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast in order to facilitate shareholder attendance while safeguarding the health and safety of our shareholders, directors and management team. For the purposes of Cayman Islands law and the Existing MAA, the physical location of the extraordinary general meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the extraordinary general meeting online by visiting https://www.cstproxy.com/helixacquisition/2022 and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement.

At the extraordinary general meeting, you will be asked to consider and vote on the following proposals:

(1)    Proposal No. 1:    A proposal to approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A-1, and approve the Business Combination and other transactions contemplated by the Business Combination Agreement (we refer to this proposal as the “Business Combination Proposal”);

(2)    Proposal Nos. 2(A) — (C):    Proposals to approve the amendment and restatement of the Existing MAA, each of which, if approved, would take effect upon the Closing (we refer to these proposals as the “Binding Organizational Documents Proposals”):

Binding Organizational Documents Proposal A:    a proposal to approve the change in authorized share capital of Helix, from US$55,500 divided into 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, and 5,000,000 preference shares, to US$65,500 divided into 500,000,000 Class A Ordinary Shares, 50,000,000 Class B Ordinary Shares, 100,000,000 Class C Ordinary Shares, and 5,000,000 preference shares by the creation of an additional 100,000,000 Class C Ordinary Shares with a par value of US$0.0001 each;

Binding Organizational Documents Proposal B:    a proposal to approve the change in Helix’s name, from “Helix Acquisition Corp.” to “MoonLake Immunotherapeutics”; and

Binding Organizational Documents Proposal C:    a proposal to approve the adoption of the second amended and restated memorandum and articles of association of the Company (the “Proposed MAA”), a copy of which is attached to the accompanying proxy statement as Annex B;

(7)     Proposal Nos. 3(A) — (H):    Proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed MAA, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eight sub-proposals (which we refer to, collectively, as the “Advisory Organizational Documents Proposals”):

Advisory Organizational Documents Proposal A:    assuming Binding Organizational Documents Proposal A is approved, a proposal to approve an amendment to the Existing MAA to provide for an increase in the authorized share capital from US$55,500 divided into 500,000,000 Class A Ordinary

 

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Shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each to US$65,500 divided into 500,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, 100,000,000 Class C Ordinary Shares of a par value of US$0.0001 each and 5,000,000 preference shares of a par value of US$0.0001 each, to reflect the establishment of the Class C Ordinary Share class;

Advisory Organizational Documents Proposal B:    assuming Binding Organizational Documents Proposal A is approved, a proposal to approve an amendment to the Existing MAA to provide (i) for the rights attaching to Class A Ordinary Shares and Class C Ordinary Shares, (ii) that Class C Ordinary Shares may be transferred only as set out in the A&R Shareholders’ Agreement to be in effect following the Closing, and (iii) for restrictions on certain share adjustments (capitalizations, share subdivisions, share consolidations, reclassifications and recapitalizations) with respect to the issuance of Class C Ordinary Shares;

Advisory Organizational Documents Proposal C:    a proposal to require the consent of a class of shares, voting separately, for any variation of the rights of such class instead of the board of directors’ ability to vary class rights without consent from shareholders of a class where the board of directors considered the variation would not have a material adverse effect on such rights;

Advisory Organizational Documents Proposal D:    a proposal to remove the ability of the board of directors to remove one of their members for cause;

Advisory Organizational Documents Proposal E:    a proposal for an extended notice period for shareholders to nominate a director without a timely public announcement;

Advisory Organizational Documents Proposal F:    a proposal for restrictions on the ability of non-employee directors to pursue certain business opportunities wherein the Company retains its interest in any opportunity offered to any non-employee director if such opportunity is expressly offered to such non-employee director solely in his or her capacity as a director;

Advisory Organizational Documents Proposal G:    a proposal for the elimination of the minimum shareholder requirement in general meeting proposals and director nomination provisions; and

Advisory Organizational Documents Proposal H:    a proposal for certain additional changes, including, among other things (i) removing terms providing for the automatic conversion of Class B Ordinary Shares to Class A Ordinary Shares in connection with consummation of an initial business combination; (ii) removing shareholder redemption provisions; (iii) removing the limitation on paying cash remuneration to directors prior to the consummation of an initial business combination; (iv) removing the right of holders of Class B Ordinary Shares to appoint and remove directors and the protective amendment threshold prior to the consummation of an initial business combination and instead requiring a special resolution to remove any director; (v) removing weighted voting for a special resolution to approve a transfer out by way of continuation; (vi) removing an additional requirement, prior to the consummation of an initial business combination, for an amending special resolution to be supported by an affirmative vote of a simple majority of Class B Ordinary Shares or any amendment to the relevant article; and (vii) removing certain defined terms relevant to when the Company was a special purpose acquisition company, all of such terms being relevant only to a company operating as a special purpose acquisition company and which our board of directors believes are necessary to adequately address the needs of the post-business combination company;

(3)    Proposal No. 4:    A proposal to approve, for the purpose of complying with the applicable listing rules of the Nasdaq Stock Market (the “Nasdaq”), (i) the issuance of Class A Ordinary Shares to the BVF Shareholders and Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders), including the Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares by such ML Parties, pursuant to the terms of the Business Combination Agreement, Investment Agreement, and the A&R Shareholders’ Agreement, and (ii) the issuance of Class A Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (we refer to this proposal as the “Nasdaq Proposal”);

 

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(4)    Proposal No. 5:    A proposal to approve the MoonLake Immunotherapeutics 2022 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex C (we refer to this proposal as the “Incentive Plan Proposal”); and

(5)    Proposal No. 6:    A proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Helix’s shareholders; (B) if, as of the time for which the extraordinary general meeting is originally scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; (C) to seek withdrawals of redemption requests from public shareholders; or (D) to solicit additional proxies from Helix shareholders in favor of one or more of the proposals at the extraordinary general meeting (we refer to this proposal as the “Adjournment Proposal”).

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Business Combination Agreement, the approval of each of the Business Combination Proposal, each of the Binding Organizational Documents Proposals, and the Nasdaq Proposal (collectively, the “Condition Precedent Proposals”) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals, and the adoption of all proposals (other than the Adjournment Proposal) are conditioned on the approval of the Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the extraordinary general meeting as the first proposal to be voted on.

The record date for the extraordinary general meeting is January 7, 2022 (the “record date”). Only holders of record of Class A Ordinary Shares and Class B Ordinary Shares at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting. A complete list of our shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting and electronically during the extraordinary general meeting at https://www.cstproxy.com/helixacquisition/2022.

Pursuant to Helix’s Existing MAA, a holder (a “public shareholder”) of Class A Ordinary Shares originally sold by Helix in its IPO (“public shares”) may request that we redeem all or a portion of such public shareholder’s public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a)     hold public shares and are the Sponsor or an officer or director of Helix; and

(b)    prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting), (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), that we redeem your public shares for cash, and (ii) deliver your public shares to the Transfer Agent, physically or electronically through the Deposit/Withdrawal at Custodian (DWAC) system maintained by The Depository Trust Company (“DTC”).

Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal or do not vote at all, and regardless of whether they are holders on the record date. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its shares to the Transfer Agent, we will redeem each public share for a per share price, payable in cash, equal to the aggregate amount then on deposit in Helix’s trust account established in connection with the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of January 7, 2022, the record date, this would have amounted to approximately $10.00 per public share. Prior

 

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to exercising redemption rights, shareholders should verify the market price of the Class A Ordinary Shares as they may receive higher proceeds from the sale of their Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Helix cannot assure our shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for submitting redemption requests, which is two business days prior to the scheduled date of the extraordinary general meeting, and, thereafter, with our consent, until the Closing. If a holder of a public share delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that we instruct the Transfer Agent to return the shares (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Business Combination Agreement.”

Our “initial shareholders” (consisting of the Sponsor and our independent directors, Nancy Chang, Will Lewis and John Schmid) and our other officers and directors (together with the initial shareholders, the “Insiders”) entered into letter agreements (each, a “Sponsor Letter”) at the time of Helix’s initial public offering (the “IPO”), pursuant to which, among other things, they agreed to vote all Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination Proposal. Such Sponsor Letters were amended on October 4, 2021, concurrently with the execution of the Business Combination Agreement (the “Amended Sponsor Letters”). Pursuant to the Amended Sponsor Letters, the Insiders agreed to vote in favor of approval of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by Helix for approval by Helix’s shareholders. As of the date hereof, our initial shareholders own approximately 22.3% of our total outstanding ordinary shares. Accordingly, only 4,097,501 public shares, or approximately 35.6% of the 11,500,000 Class A Ordinary Shares sold in Helix’s IPO, need to be voted in favor of the Business Combination Proposal in order for it to be approved assuming all outstanding ordinary shares are voted on such proposal. If only a minimum quorum, consisting of a bare majority of outstanding Helix ordinary shares, is present at the extraordinary general meeting, Helix would need only 396,251 public shares, or approximately 3.4% of the Class A Ordinary Shares sold in Helix’s IPO, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things, approval of each of the Binding Organizational Documents Proposals and the Nasdaq Proposal, compliance with the Minimum Cash Condition, and the requirement that Helix have net tangible assets of not less than $5,000,001 immediately prior to or upon consummation of the Business Combination).

After careful consideration, Helix’s board of directors (the “Helix Board”) has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Business Combination Proposal, each of the Binding Organizational Documents Proposals, each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal is in the best interests of Helix and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. When you consider the Helix Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities in the accompanying proxy statement for additional information.

 

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Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your Helix ordinary shares, please contact Morrow Sodali, our proxy solicitor, by email at HLXA.info@investor.morrowsodali.com, or by phone. Individuals may call toll-free (800) 662-5200; banks and brokers may call (203) 658-9400. This notice of extraordinary general meeting and the proxy statement are available at https://www.cstproxy.com/helixacquisition/2022.

 

By Order of the Board of Directors,

   

/s/ Bihua Chen

   

Bihua Chen

February 14, 2022

 

Chairwoman

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on March 31, 2022: This notice of extraordinary general meeting and the related proxy statement will be available at https://www.cstproxy.com/helixacquisition/2022.

 

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TABLE OF CONTENTS

Certain Defined Terms

 

1

Cautionary Statement Regarding Forward-Looking Statements

 

5

Questions and Answers about the Proposals

 

7

Summary of the Proxy Statement

 

22

Summary Historical Financial Information of Helix

 

41

Selected Historical Financial Information of MoonLake

 

43

Summary Unaudited Pro Forma Combined Financial Information

 

44

Comparative Per Share Information

 

46

Risk Factors

 

48

Unaudited Pro Forma Condensed Combined Financial Information

 

89

Extraordinary General Meeting

 

103

The Business Combination Proposal

 

111

The Binding Organizational Documents Proposals

 

156

The Advisory Organizational Documents Proposals

 

160

The Nasdaq Proposal

 

163

The Incentive Plan Proposal

 

165

The Adjournment Proposal

 

170

Other Information Related to Helix

 

171

Helix Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

180

Business of MoonLake

 

184

MoonLake Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

213

Management of the Company Following the Business Combination

 

222

Executive Compensation

 

231

Beneficial Ownership of Securities

 

238

Certain Relationships and Related Party Transactions

 

241

Description of Securities

 

245

United States Federal Income Tax Considerations

 

251

Appraisal Rights

 

257

Householding Information

 

257

Transfer Agent and Registrar

 

257

Submission of Shareholder Proposals

 

257

Future Shareholder Proposals

 

258

Where You Can Find More Information

 

258

Index to Financial Statements

 

F-1

Annexes

Annex A-1 – Business Combination Agreement

 

A-1-1

Annex A-2 – Investment Agreement

 

A-2-1

Annex A-3 – Form of A&R Shareholders’ Agreement

 

A-3-1

Annex A-4 – Amended Sponsor Letter

 

A-4-1

Annex B – Proposed Memorandum and Articles of Association

 

B-1

Annex C – Form of MoonLake Immunotherapeutics 2022 Equity Incentive Plan

 

C-1

Annex D – Form of Subscription Agreement

 

D-1

Annex E – Form of A&R Registration Rights Agreement

 

E-1

Annex F – Opinion of SVB Leerink LLC

 

F-1

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CERTAIN DEFINED TERMS

In this proxy statement, unless otherwise stated or unless the context otherwise requires, the following terms shall have the following meanings:

Adjournment Proposal” means the proposal to approve the adjournment of the extraordinary general meeting to a later date or dates (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Helix’s shareholders; (B) if, as of the time for which the extraordinary general meeting is originally scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; (C) to seek withdrawals of redemption requests from public shareholders; or (D) to solicit additional proxies from Helix shareholders in favor of one or more of the proposals at the extraordinary general meeting.

Advisory Organizational Documents Proposals” means the eight sub-proposals to take effect upon the Closing Date if the Binding Organizational Documents Proposals are approved, consisting of Advisory Organizational Documents Proposal A through H.

Ancillary Agreements” means the Proposed MAA, the Investment Agreement, the A&R Shareholders’ Agreement, the A&R Registration Rights Agreement and each other agreement, instrument and certificate required by, or contemplated in connection with, the Business Combination Agreement to be executed by any of the parties as contemplated by the Business Combination Agreement.

Available Closing Date Cash” means, as of immediately prior to the Closing, an aggregate amount equal to the sum of (without duplication) (a) the cash in the Trust Account, less amounts required for redemptions by public shareholders and less the aggregate amount of unpaid transaction expenses incurred by Helix plus (b) the aggregate proceeds received by Helix from the PIPE to the extent consummated at, or prior to, the Closing.

Binding Organizational Documents Proposals” means the proposals to approve the increase in Helix’s authorized share capital, Helix’s name change and the Proposed MAA, consisting of binding organizational documents proposals A and B.

Board” and “Company’s Board” mean the post-closing Company’s board of directors.

Business Combination” means the acquisitions and transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated as of October 4, 2021, by and among Helix, MoonLake, the ML Parties, the Sponsor and the ML Parties’ Representative.

Business Combination Proposal” means the proposal to approve the Business Combination Agreement, including the Business Combination and the other transactions contemplated by the Business Combination Agreement.

BVF Shares” means the 550,000 MoonLake Common Shares held by the BVF Shareholders immediately following the Restructuring.

BVF Share Transfer” means, at the Closing following the Restructuring, the assignment of the BVF Shares by the BVF Shareholders to Helix in exchange for Helix’s issuance of, in the aggregate, a number of Class A Ordinary Shares equal to the product of (i) the aggregate number of BVF Shares and (ii) the Exchange Ratio, to the BVF Shareholders.

BVF Shareholders” means the following ML Parties: Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P.

Cash Contribution” means an amount of cash equal to the Available Closing Date Cash less the product of the MoonLake Preliminary Class V Voting Shares and CHF 0.01.

Class A Ordinary Shares” means the Class A ordinary shares of the Company, par value $0.0001 per share.

Class B Ordinary Shares” means the Class B ordinary shares of the Company, par value $0.0001 per share.

Class C Ordinary Shares” means the Class C ordinary shares of the Company par value $0.0001 per share.

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Closing” means the closing of the Business Combination.

Closing Date” means the date on which the Closing occurs.

Company” refers (i) before the Business Combination, to Helix and (ii) immediately following the Business Combination, to the combined company that shall be renamed MoonLake Immunotherapeutics upon the Closing.

Condition Precedent Proposals” means the Business Combination Proposal, the Binding Organizational Documents Proposals, and the Nasdaq Proposal.

DTC” means The Depository Trust Company.

Equity Securities” means, with respect to any person, all of the shares of capital stock, shares or equity of (or other ownership or profit interests in) such person, all of the warrants, options or other rights for the purchase or acquisition from such person of shares of capital stock, shares or equity of (or other ownership or profit interests in) such person, all of the securities convertible into or exchangeable for shares of capital stock, shares or equity of (or other ownership or profit interests in) such person or warrants, rights or options for the purchase or acquisition from such person of such shares or equity (or such other interests), restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and all of the other ownership or profit interests of such person (including partnership or member interests therein), whether voting or nonvoting.

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

Existing MAA” means the amended and restated memorandum and articles of association of Helix.

founder shares” means the Class B Ordinary Shares owned by the Sponsor and the following independent directors of Helix: Nancy Chang, Will Lewis and John Schmid.

Fully Diluted Shares” means the total number of Equity Securities, as of immediately prior to the Closing (and prior to the BVF Share Transfer), expressed on a fully-diluted and as-converted to MoonLake Common Share basis, and including, without limitation or duplication, (a) the aggregate number of MoonLake Common Shares and any other shares of MoonLake that are issued (including treasury shares) after giving effect to the Restructuring, plus (b) the aggregate number of MoonLake Common Shares that are issuable upon the full exercise, exchange or conversion of MoonLake’s conditional share capital (whether or not then vested or exercisable).

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

Helix,” “we,” “us” or “our” refer to Helix Acquisition Corp. prior to the consummation of the Business Combination.

Helix Board” means, at any time, the board of directors of Helix.

Incentive Plan” means the MoonLake Immunotherapeutics 2022 Equity Incentive Plan, a copy of which is attached to this proxy statement as Annex C. For additional information, see “The Incentive Plan Proposal.”

Incentive Plan Proposal” means the proposal to approve the Incentive Plan.

initial shareholders” means the Sponsor, Nancy Chang, Will Lewis and John Schmid.

Insiders” means the initial shareholders together with Helix’s other officers and directors.

IPO” means Helix’s initial public offering of Class A Ordinary Shares consummated on October 22, 2020.

“MHKDG” means Merck Healthcare KGaA, Darmstadt, Germany, an affiliate of Merck KGaA, Darmstadt, Germany.

Minimum Cash Condition” means Available Closing Date Cash of at least $150 million.

MKDG” means Merck KGaA, Darmstadt, Germany.

ML Company” means MoonLake and any of its direct and indirect subsidiaries.

ML Parties’ Representative” means Matthias Bodenstedt, in his capacity as the ML Parties’ representative.

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ML Party” or “ML Parties” means the securityholders of MoonLake who are the signatories to the Business Combination Agreement.

MoonLake” refers to MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug under the number CHE-433.093.536.

MoonLake Class V Voting Shares” means the Class V Voting Shares of MoonLake, par value CHF 0.01 per share, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake Common Share.

MoonLake Common Shares” means the common shares of MoonLake with a par value CHF 0.10 per share.

MoonLake Preliminary Class V Voting Shares” means the number of MoonLake Class V Voting Shares to be issued by MoonLake to Helix at the Closing, as estimated at least four business days prior to the Closing Date, which will be equal to (A) the Preliminary Investment Amount divided by (B) the Exchange Ratio.

MoonLake Series A Preferred Shares” means the Series A preferred shares of MoonLake, par value of CHF 0.10 per share.

MoonLake Transaction Expenses” means all expenses of MoonLake and its subsidiaries incurred or to be incurred in connection with the negotiation, preparation and execution of the Business Combination Agreement, the Ancillary Agreements and the Business Combination or triggered by the Closing (regardless of when such expenses become due and payable), including out-of-pocket costs, fees and disbursements of financial advisors, attorneys, accountants and other advisors and service providers, severance payments to directors, officers and employees, bonuses, retention payments, retention bonuses and any other change of control, termination or similar payments payable as a result of or in connection with the transactions contemplated under this Agreement (including any taxes relating to such payments to be paid and/or borne by MoonLake and its subsidiaries), and which have not been paid prior to the Closing.

Nasdaq” means the Nasdaq Stock Market.

Nasdaq Proposal” means the proposal to approve (i) the issuance of Class A Ordinary Shares to the BVF Shareholders and Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders), including the Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares by such ML Parties, pursuant to the terms of the Business Combination Agreement, Investment Agreement, and the A&R Shareholders’ Agreement, and (ii) the issuance of Class A Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing.

PIPE Investors” means the subscribers that agreed to purchase Class A Ordinary Shares at the Closing pursuant to the Subscription Agreements.

Preliminary Investment Amount” means the Available Closing Date Cash estimated by MoonLake and Helix at least four business days prior to the Closing Date.

private placement shares” means the 430,000 Class A Ordinary Shares purchased by the Sponsor, at a price of $10.00 per share, for an aggregate investment of $4.3 million, in a private placement simultaneously with the consummation of the IPO.

Proposed MAA” means the second amended and restated memorandum and articles of association, as further amended, of the Company which, if approved, would take effect upon the Closing.

public shareholder” means a holder of public shares.

public shares” means the Class A Ordinary Shares initially sold by Helix in the IPO.

Restructuring” means the restructuring to be effectuated at the Closing by the ML Parties and MoonLake of MoonLake’s share capital, pursuant to which (x) the existing MoonLake Series A Preferred Shares will be converted into an equal number of MoonLake Common Shares such that the ML Parties will hold a single class of MoonLake Common Shares as of immediately prior to the Closing and (y) MoonLake’s capital will increase for the issuance of MoonLake Class V Voting Shares.

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Securities Act” means the Securities Act of 1933, as amended.

SLK” means MoonLake’s novel tri-specific Nanobody, sonelokimab, also known as M1095/ALX 0761.

Sponsor” means Helix’s sponsor, Helix Holdings, LLC.

Sponsor Letters” means those certain letter agreements, each dated October 19, 2020, by and among Helix, Helix Holdings LLC and the Insiders party thereto, as amended by the Amended Sponsor Letters.

Transfer Agent” means Continental Stock Transfer & Trust Company.

Trust Account” means the trust account established by Helix pursuant to the Trust Agreement.

Trust Agreement” means that certain Investment Management Trust Agreement, dated as of October 19, 2020, by and between Helix and the Transfer Agent.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the anticipated timing, completion, and effects of the Business Combination. You should note that on April 8, 2021, the staff of the SEC issued a public statement entitled “SPAC IPOs and Liability Risk under the Securities Act,” in which the SEC staff indicated that there is uncertainty as to the availability of the safe harbor in connection with a SPAC merger. We have based these forward-looking statements contained in this proxy statement on the current expectations and beliefs of management of Helix and MoonLake, and they are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, for example, statements about:

•        the ability of Helix and MoonLake to meet the Closing conditions to the Business Combination, including approval of the Condition Precedent Proposals by shareholders of Helix and the Minimum Cash Condition;

•        the ability of Helix and MoonLake prior to the Business Combination, and the Company following the Business Combination, to:

•        realize the benefits expected from the Business Combination; and

•        obtain and maintain the listing of the Class A Ordinary Shares on Nasdaq following the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the Business Combination;

•        factors relating to the business, operations and financial performance of MoonLake, including, but not limited to:

•        MoonLake’s limited operating history;

•        MoonLake has not initiated, conducted or completed any clinical trials, and has no products approved for commercial sale;

•        MoonLake has incurred significant losses since inception, and it expects to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future;

•        MoonLake requires substantial additional capital to finance its operations, and if it is unable to raise such capital when needed or on acceptable terms, it may be forced to delay, reduce, and/or eliminate one or more of its development programs or future commercialization efforts;

•        MoonLake is substantially dependent on the success of SLK, which it licenses from MHKDG;

•        MoonLake’s ability to renew existing contracts;

•        MoonLake’s ability to obtain regulatory approval for its products, and any related restrictions or limitations of any approved products;

•        MoonLake’s ability to respond to general economic conditions;

•        MoonLake’s ability to manage its growth effectively;

•        the impact of the COVID-19 pandemic;

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•        competition and competitive pressures from other companies worldwide in the industries in which MoonLake will operate;

•        litigation and the ability to adequately protect MoonLake’s intellectual property rights; and

•        other factors detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement describe additional factors that could adversely affect the business, financial condition or results of operations of Helix and MoonLake prior to the Business Combination, and the Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Helix or MoonLake assess the impact of all such risk factors on the business of Helix and MoonLake prior to the Business Combination, and the Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to Helix or MoonLake or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Helix and MoonLake prior to the Business Combination, and the Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to our shareholders. We urge our shareholders to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement?

A:     Helix, MoonLake, the ML Parties, the ML Parties’ Representative, and the Sponsor have agreed to a Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement. A copy of the Business Combination Agreement is attached hereto as Annex A-1. Helix urges its shareholders to read the Business Combination Agreement in its entirety. The Business Combination Agreement must be approved by the Helix shareholders in accordance with the Existing MAA. Helix is holding an extraordinary general meeting to obtain that approval. Helix shareholders will also be asked to vote on certain other matters described in this proxy statement at the extraordinary general meeting and to approve the adjournment of the extraordinary general meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the extraordinary general meeting to approve the Business Combination Agreement and thereby approve the Business Combination. Additionally, Helix must provide all holders of public shares with the opportunity to have their public shares redeemed in connection with its initial business combination. Holders who wish to exercise their redemption rights must, prior to 9:00 AM, Eastern Time, on March 29, 2022: (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that Helix redeem their public shares for cash, and (ii) deliver their public shares to the Transfer Agent physically or electronically using DTC’s Deposit and Withdrawal at Custodian (DWAC) system.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     Why is Helix proposing the Business Combination?

A:     Helix was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On October 22, 2020, Helix completed its IPO of 11,500,000 Class A Ordinary Shares at a price of $10.00 per share, which included the full exercise by the underwriters of their over-allotment option, raising total gross proceeds of $115,000,000. Simultaneously with the closing of the IPO, Helix consummated the private placement to the Sponsor of 430,000 Class A Ordinary Shares, at a price of $10.00 per share, generating gross proceeds of $4,300,000. Upon the closing of the IPO and private placement, $115,000,000 of the net proceeds of the sale of shares was placed into the Trust Account.

Like most blank check companies, the Existing MAA provides for the return of the proceeds of the IPO held in the Trust Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before a certain date (in Helix’s case, October 22, 2022). Since the IPO, Helix’s activity has been limited to the evaluation of business combination target companies.

Based on its due diligence investigations of MoonLake and the industries in which it operates, including the financial and other information provided by MoonLake in the course of Helix’s due diligence investigations, the Helix Board believes that the Business Combination with MoonLake is in the best interests of Helix and its shareholders and presents an opportunity to increase shareholder value.

Although the Helix Board believes that the Business Combination with MoonLake presents a unique opportunity and is in the best interests of Helix and its shareholders, the Helix Board did consider certain potentially material negative factors as well as certain conflicts of interests in arriving at that conclusion. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a discussion of the factors considered by the Helix Board in making its decision.

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Q:     What will happen in the Business Combination?

A:    Assuming approval of the Business Combination by Helix’s shareholders and the satisfaction or waiver of the other closing conditions set forth in the Business Combination Agreement, the following transactions will occur:

(i)     At least four business days prior to the Closing Date, Helix and MoonLake will determine as of such date (x) the Preliminary Investment Amount, which will be equal to the cash in Helix’s Trust Account, less amounts required to satisfy any redemptions and less the aggregate amount of any unpaid Helix transaction expenses plus the aggregate proceeds actually received by Helix from any consummated PIPE as of such date, and (y) the number of MoonLake Preliminary Class V Voting Shares to be issued by MoonLake to Helix at the Closing, which will be equal to (A) the Preliminary Investment Amount divided by (B) the Exchange Ratio.

(ii)    At least three business days prior to the Closing Date, Helix will transfer an amount equal to the product of the MoonLake Preliminary Class V Voting Shares multiplied by CHF 0.01 (the nominal amount of each MoonLake Class V Voting Share) to a blocked Swiss bank account of MoonLake.

(iii)   One business day prior to the Closing Date, subject to approval by MoonLake’s shareholders and registration by the competent Swiss commercial register, the ML Parties and MoonLake will effectuate the Restructuring, to, among other things, (x) convert the existing MoonLake Series A Preferred Shares into an equal number of MoonLake Common Shares, such that the ML Parties will hold a single class of capital stock of MoonLake immediately prior to the Closing and (y) approve a capital increase for the issuance of MoonLake Class V Voting Shares, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake Common Share.

(iv)   At the Closing, all then-outstanding Class B Ordinary Shares will be automatically converted into Class A Ordinary Shares on a one-for-one basis.

(v)    At the Closing, Helix will amend and restate its Existing MAA to, among other things, establish a share structure containing the Class A Ordinary Shares, which will carry economic and voting rights, and Class C Ordinary Shares, which will carry voting rights but no economic rights.

(vi)   On the Closing Date, Helix and MoonLake will determine (x) the Available Closing Date Cash, (y) the final number of MoonLake Class V Voting Shares attributable to Helix at the Closing based on the Available Closing Date Cash, and (z) the Cash Contribution.

(vii)  On the Closing Date, Helix will pay all unpaid transaction expenses and then make available the remaining Cash Contribution to MoonLake.

(viii) If the Available Closing Date Cash is lower than the Preliminary Investment Amount, at the election of MoonLake, Helix will retransfer to MoonLake the number of MoonLake Class V Voting Shares at par value that have been issued in excess.

(ix)   On the Closing Date, following the Restructuring, the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio.

(x)    On the Closing Date, Helix will issue Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders).

(xi)   On the Closing Date, Helix will issue to the PIPE Investors an aggregate of 11,500,000 Class A Ordinary Shares at a price of $10.00 per share for gross proceeds of $115,000,000.

Helix and MoonLake cannot complete the Business Combination unless Helix’s shareholders approve the Business Combination, including the issuance of ordinary shares to the ML Parties as consideration, and certain of the other proposals contained herein. Helix is sending you this proxy statement to ask you to vote in favor of the Business Combination Proposal and the other matters described in this proxy statement.

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Q:     What consideration will the ML Parties receive in the Business Combination?

A:     Each ML Party (other than the BVF Shareholders) will be issued, for nominal consideration, Class C Ordinary Shares equal to the number of MoonLake Common Shares it owns following the Restructuring multiplied by the Exchange Ratio. Beginning six months after the Closing Date, each ML Party (other than the BVF Shareholders) will have the option to exchange its MoonLake Common Shares for a number of Class A Ordinary Shares equal to the product of (i) the number of MoonLake Common Shares then held by (ii) the Exchange Ratio, and, upon such exchange, will surrender for no consideration a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued to the ML Party pursuant to the exchange.

On the Closing Date, following the Restructuring, the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio.

Q:     What voting interests will the public shareholders, initial shareholders, PIPE Investors, and the ML Parties hold in the Company immediately after the consummation of the Business Combination?

A:     We anticipate that, upon completion of the Business Combination, the voting interests in the Company, on a Fully Diluted Share basis, will be as set forth in the table below.*

 

Assuming No
Redemptions of Public
Shares
(1)

 

Assuming Maximum
Redemptions of Public Shares
(2)

Helix’s Public Shareholders

 

18.5%

 

0%

Helix’s Initial Shareholders (excluding Sponsor’s PIPE investment)

 

5.3%

 

6.5%

PIPE Investors

 

18.5%

 

22.6%

ML Parties (including BVF Shareholders)

 

57.8%

 

70.9%

____________

(1)      Assumes (i) no holders of Helix’s public shares exercise their redemption rights, (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders), in accordance with the terms of the A&R Shareholders’ Agreement, calculating the Exchange Ratio based on MoonLake’s Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market, and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing.

(2)      Assumes (i) the holders of all 11,500,000 Class A Ordinary Shares exercise their redemption rights, (representing the maximum amount of public shares that can be redeemed to satisfy the requirement that Helix have at least $5,000,001 of net tangible assets immediately prior to or upon the Closing), (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders) in accordance with the terms of the A&R Shareholders’ Agreement, calculating the Exchange Ratio based on MoonLake’s Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market, and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing.

*        Upon completion of the Business Combination, Helix’s public shareholders, the initial shareholders and the PIPE Investors will hold Class A Ordinary Shares and the ML Parties (other than the BVF Shareholders) will hold Class C Ordinary Shares. Beginning six months after the Closing Date, each ML Party (other than the BVF Shareholders) will have the option to exchange its MoonLake Common Shares for a number of Class A Ordinary Shares equal to the product of (i) the number of MoonLake Common Shares then held by (ii) the Exchange Ratio, and, upon such exchange, will surrender for no consideration a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued to the ML Party pursuant to the exchange.

Q:     How will the Company be managed following the Business Combination?

A:     Helix has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the Company’s Board will consist of seven directors, which will initially include: Dr. Jorge Santos da Silva, two persons designated by Helix, and four persons designated by MoonLake. The Board is expected to have a majority of independent directors for the purposes of Nasdaq rules, each of whom will serve in such capacity in accordance with the terms of the Proposed MAA. Please see the section entitled “Management of the Company Following the Business Combination” for further information.

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Q:     Will Helix obtain new financing in connection with the Business Combination?

A:     Yes. On October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix entered into Subscription Agreements with the PIPE Investors (which include an affiliate of the Sponsor and the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,500,000 Class A Ordinary Shares at a price of $10.00 per share, for an aggregate purchase price of $115,000,000. The obligations of each party to consummate the PIPE are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The Sponsor or any of its affiliates may, in its sole discretion, contribute additional financing on the same terms and pursuant to the same conditions as set forth in the PIPE Subscription Agreement to satisfy the Available Closing Date Cash condition. See “The Business Combination Proposal — Certain Related Agreements — Subscription Agreements.

Q:     What are the principal differences between Class A Ordinary Shares and Class C Ordinary Shares?

A:     After the Business Combination, the Class A Ordinary Shares and Class C Ordinary Shares will constitute all of the classes of outstanding ordinary shares of the Company and will possess all voting power for the election of directors of the Company and all other matters requiring shareholder action. Holders of the Class A Ordinary Shares and Class C Ordinary Shares will be entitled to one vote per share and at all times vote together as one class on all matters submitted to a vote of the shareholders of the Company. The principal difference between the Class A Ordinary Shares and Class C Ordinary Shares is that the Class C Ordinary Shares carry no economic rights, which means that holders of the Class C Ordinary Shares will not be entitled to receive dividends, if declared by the Company’s Board, or to receive any portion of any assets in respect of such shares upon the liquidation, dissolution, distribution of assets or winding-up of the Company.

Q:     What interests do Helix’s initial shareholders, current officers and directors and others have in the Business Combination?

A:     In considering the recommendation of the Helix Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Additionally, the post-closing slate of directors listed in this proxy statement have interests in the Business Combination that are different from those of our shareholders. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. However, the Helix Board concluded that the potentially disparate interests of our Sponsor, officers, and directors would be mitigated because (i) these interests were disclosed in the initial public offering prospectus, (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company and (iii) the private placement shares held by our Insiders will be subject to a 30-day lockup following Closing and the founder shares will be subject to a one-year lock-up following Closing (subject to earlier release in certain cases as described in more detail elsewhere in this proxy statement). Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that our Insiders entered into the Sponsor Letters at the time of Helix’s IPO, pursuant to which they have waived their right to redeem any of the founder shares, private placement shares, and public shares in connection with a shareholder vote to approve a proposed initial business combination. The Insiders did not receive separate consideration for their waiver of redemption rights;

•        the fact that our initial shareholders paid an aggregate of $25,000 for the founder shares, which will convert into 2,875,000 Class A Ordinary Shares in accordance with the terms of the Business Combination Agreement, the Existing MAA and the Amended Sponsor Letters. If the Business Combination or another initial business combination is not consummated by October 22, 2022, such shares would be worthless. Such shares had an estimated aggregate market value of approximately $28,462,500 based on the closing price of $9.90 per Class A Ordinary Share on Nasdaq on January 7, 2022, the record date for the extraordinary general meeting;

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•        the fact that, given the differential in the purchase price that the initial shareholders paid for the founder shares as compared to the price of the Class A Ordinary Shares sold in the IPO, the initial shareholders may earn a positive rate of return on their investment even if the Class A Ordinary Shares trade below the price initially paid for the Class A Ordinary Shares in the IPO and the public shareholders experience a negative rate of return following the Closing;

•        the fact that our Sponsor, which is affiliated with certain of our directors and officers, purchased an aggregate of 430,000 Class A Ordinary Shares, at a price of $10.00 per share, for an aggregate investment of $4,300,000 in a private placement simultaneously with the consummation of the IPO. Such shares have an estimated aggregate market value of approximately $4,257,000 based on the closing price of $9.90 per Class A Ordinary Share on Nasdaq on January 7, 2022, the record date for the extraordinary general meeting;

•        the fact that an affiliate of our Sponsor has entered into a Subscription Agreement with Helix pursuant to which it has committed to purchase 2,750,000 Class A Ordinary Shares for an aggregate commitment of $27,500,000 in the PIPE;

•        the fact that our initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares and private placement shares held by them if we fail to complete an initial business combination by October 22, 2022;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that Dr. Andrew Phillips, our Chief Financial Officer, is expected to be elected as a director of the Company after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options or stock awards that the Company’s Board determines to pay to our directors;

•        the fact that Spike Loy, Dr. Jorge Santos da Silva, and Simon Sturge are expected to be directors of the Company following the Closing. Dr. Jorge Santos da Silva and Simon Sturge are ML Parties, and Spike Loy is associated with the BVF Shareholders. The ML Parties (including the BVF Shareholders) (i) have the right to designate certain directors to the Company’s Board pursuant to the Business Combination Agreement, (ii) include members of MoonLake’s management team who are expected to become executive officers and directors of the Company following the Business Combination, and (iii) will hold a significant number of Class C Ordinary Shares and MoonLake Common Shares that may be exchanged for Class A Ordinary Shares in accordance with the terms of the A&R Shareholders’ Agreement;

•        the fact that Dr. Jorge Santos da Silva as well as Dr. Kristian Reich, both of whom are co-founders of MoonLake, each have employment agreements with MoonLake, dated April 30, 2021, providing for a base salary of CHF 425,000, a target bonus of 100% during the first year of service, and a target bonus of at least 50% thereafter. The bonus during the first year of service will be paid if, during that period, (i) MoonLake raises at least $100 million and (ii) at least one Phase 2 study in PsA, AS or HS has started (i.e., a first patient is included in the study). If the aforementioned criteria are only partially met (i.e., one of the two conditions has been met), the first year bonus is only partially owed, in an amount equal to at least 50% of the salary. The completion of the Business Combination and the transactions contemplated thereby prior to April 30, 2022 would satisfy the criteria regarding fundraising of at least $100 million during the first year of employment;

•        the fact that, all 550,000 MoonLake Common Shares held by the BVF Shareholders will be exchanged for Class A Ordinary Shares at the closing of the Business Combination;

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•        the fact that, following the signing of the Business Combination Agreement, the BVF Shareholders loaned MoonLake an aggregate of $15,000,000 for general corporate purposes of MoonLake, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loan is required to be repaid by MoonLake at any time prior to the earlier of two business days after the Closing of the Business Combination and March 31, 2022;

•        the fact that Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., and MSI BVF SPV LLC, each associated with Spike Loy, have entered into Subscription Agreements with Helix, pursuant to which they have committed to purchase 1,732,067 Class A Ordinary Shares, 1,264,191 Class A Ordinary Shares, 194,153 Class A Ordinary Shares, and 59,589 Class A Ordinary Shares, respectively, for an aggregate commitment of $17,320,670, $12,641,910, $1,941,530, and $595,890, respectively in the PIPE;

•        the fact that Helix’s officers, directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if Helix fails to consummate an initial business combination within the required period, they will not have any claim against the Trust Account for reimbursement. As of February 2, 2022, there were no reimbursable expenses outstanding;

•        the fact that the Sponsor and our officers and directors (or their affiliates) may make loans to us from time to time to fund our capital requirements. Such loans are non-interest bearing and will be repaid at the Closing or, at the option of the holder, up to $1.5 million of such loans may be converted into Class A Ordinary Shares at a price of $10.00 per share. As of February 2, 2022, no working capital loans were outstanding. If Helix does not consummate an initial business combination by October 22, 2022, to the extent any working capital loans are outstanding, such loans will not be repaid and will be forgiven except to the extent that there are funds available to Helix outside of the Trust Account; and

•        the fact that we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance after the Business Combination.

In the aggregate, the Sponsor and our officers and directors have approximately $33.1 million at risk that depends upon the completion of an initial business combination. Such amount consists of (a) approximately $28.8 million representing the value of the founder shares (assuming a value of $10.00 per share, the deemed value of the Class A Ordinary Shares in the Business Combination) and (b) approximately $4.3 million representing the value of the private placement shares (assuming a value of $10.00 per share, the deemed value of the Class A Ordinary Shares in the Business Combination). In light of the foregoing, our Insiders will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination rather than liquidate even if MoonLake is a less favorable target company or the terms of the Business Combination are less favorable to stockholders than alternatives.

Please also see the sections “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our initial shareholders, current officers and directors.

Q:     Did the Helix Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. Although the Existing MAA does not require the Helix Board to seek a third-party valuation or fairness opinion in connection with its initial business combination unless the target business is affiliated with Helix’s initial shareholders, officers, directors or their affiliates, the Helix Board received an opinion from SVB Leerink LLC (“SVB Leerink”) to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement is fair, from a financial point of view, to Helix. Please see the section entitled “The Business Combination Proposal — Opinion of Helix’s Financial Advisor.” The full text of the written opinion is attached to this proxy statement as Annex F.

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Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     Upon the completion of the IPO, a total of $115 million was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of January 7, 2022, the record date, there were investments and cash held in the Trust Account of $115,043,363. These funds will not be released until the earlier of the completion of our initial business combination or the redemption of our public shares if we are unable to complete an initial business combination by October 22, 2022 (or in connection with the approval by our shareholders to extend such date), although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

Q:     What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Helix’s public shareholders may vote in favor of the Business Combination and exercise their redemption rights; provided, that Helix may not consummate the Business Combination and both parties are entitled to terminate the Business Combination Agreement if Helix would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination. Further, MoonLake and the ML Parties are not required to consummate the Business Combination if the funds contained in the Trust Account, after taking into account redemptions of public shares, unpaid transaction expenses of Helix, and the proceeds of the PIPE, does not exceed the $150,000,000 Minimum Cash Condition and pursuant to the Business Combination Agreement and the Existing MAA, Helix may not consummate the Business Combination if redemptions by public shareholders would cause Helix to have net tangible assets of less than $5,000,001. As of September 30, 2021, the most recent quarter end date, there was $115,040,353 in the Trust Account and the PIPE is expected to generate an aggregate of $115,000,000 in proceeds. Assuming a per share redemption price of $10.00, which is expected to approximate the redemption price per share as of two business days prior to completion of the Business Combination, and assuming that MoonLake and the ML Parties waive the Minimum Cash Condition (which they have not agreed to do), under the maximum redemptions scenario, all public shareholders holding an aggregate of 11,500,000 public shares may exercise their redemption rights without depleting the Trust Account, together with the proceeds of the PIPE, below $5,000,001; provided that a public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A Ordinary Shares sold in our IPO. In the event that the ML Parties do not waive the Minimum Cash Condition, and assuming a per share redemption price of $10.00, which is expected to approximate the redemption price per share as of two business days prior to completion of the Business Combination, all public shareholders holding an aggregate of approximately 6,600,000 public shares may exercise their redemption rights.

Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are significantly reduced as a result of redemptions by public shareholders. In addition, with fewer public shares and public shareholders, the trading market for Class A Ordinary Shares may be less liquid than the market for Class A Ordinary Shares was prior to consummation of the Business Combination and the Company may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Company’s business will be reduced.

Q:     What happens if the Business Combination is not consummated?

A:     If we are not able to complete the Business Combination with MoonLake or another initial business combination by October 22, 2022, we will cease all operations except for the purpose of winding up and redeeming our public shares and liquidating the Trust Account, in which case our public shareholders may only receive approximately $10.00 per share. In addition, the underwriters of the IPO, including Jefferies, agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the required time period.

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Q:     When and where will the extraordinary general meeting be held?

A:     The extraordinary general meeting will be held via live webcast at 9:00 AM, Eastern Time on March 31, 2022, at https://www.cstproxy.com/helixacquisition/2022, unless the extraordinary general meeting is adjourned. For the purposes of Cayman Islands law and our Existing MAA, the physical location of the extraordinary general meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/helixacquisition/2022, where you will be able to listen to the meeting live and vote during the meeting. We recommend that you access the extraordinary general meeting by means of remote communication.

Q:     What proposals are shareholders being asked to vote on?

A:     Helix’s shareholders are being asked to vote on the following proposals:

(1)    A proposal to approve the Business Combination Agreement, a copy of which is attached to this proxy statement as Annex A-1, and approve the other transactions contemplated by the Business Combination Agreement (which we refer to as the Business Combination Proposal);

(2)    Proposals to approve the amendment and restatement of the Existing MAA, as follows: (A) a proposal to approve the change in authorized share capital of Helix and (B) a proposal to approve the change in Helix’s name, from “Helix Acquisition Corp.” to “MoonLake Immunotherapeutics” and to approve the adoption of the Proposed MAA, a copy of which is attached to this proxy statement as Annex B, each of which, if approved, would take effect upon the Closing (we refer to these proposals as the Binding Organizational Documents Proposals);

(3)    Proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed MAA, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eight sub-proposals (we refer to these proposals as the Advisory Organizational Documents Proposals);

(4)    A proposal to approve, for the purpose of complying with the applicable listing rules of Nasdaq, (i) the issuance of Class A Ordinary Shares to the BVF Shareholders and Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders), including the Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares by such ML Parties, pursuant to the terms of the Business Combination Agreement, Investment Agreement, and A&R Shareholders’ Agreement, and (ii) the issuance of Class A Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing (which we refer to as the Nasdaq Proposal);

(5)    A proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement as Annex C (which we refer to as the Incentive Plan Proposal); and

(6)    A proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Helix’s shareholders; (B) if, as of the time for which the extraordinary general meeting is originally scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; (C) to seek withdrawals of redemption requests from public shareholders; or (D) to solicit additional proxies from Helix shareholders in favor of one or more of the proposals at the extraordinary general meeting (which we refer to as the Adjournment Proposal).

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (i.e., the Business Combination Proposal, each of the Binding Organizational Documents Proposals, and the Nasdaq Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals, and the adoption of all proposals (other than the Adjournment Proposal) are conditioned on the approval of the Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the extraordinary general meeting as the first proposal to be voted on.

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After careful consideration, the Helix Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Business Combination Proposal, each of the Binding Organizational Documents Proposals, each of the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal is in the best interests of Helix and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Helix and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities in this proxy statement for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT.

Q:     What factors did the Helix Board consider in connection with its approval of the Business Combination?

A:     In reaching its unanimous determination that the Business Combination Agreement and the Ancillary Agreements are fair, advisable and in the best interests of Helix and its shareholders, and decision to approve the Business Combination Agreement and the Business Combination, the PIPE, and the other transactions contemplated by the Business Combination Agreement and related documents, the Helix Board considered and evaluated a range of positive factors, including, among other things, the clinical validation of MoonLake’s product candidate, SLK, the fact that MoonLake is supported by a top-tier healthcare company (MHKDG) and institutional investor (BVF), MoonLake’s business model, general outlook, and cash runway, and MoonLake’s strong advisory board and experienced management team. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Reasons for Approval of the Business Combination.”

In addition, the Helix Board considered the financial analysis reviewed by SVB Leerink with the Helix Board, and the oral opinion of SVB Leerink to the Helix Board (which was subsequently confirmed in writing by delivery of SVB Leerink’s written opinion dated the same date, October 3, 2021), that the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement is fair, from a financial point of view, to Helix. SVB Leerink’s opinion is discussed in more detail in the section entitled “The Business Combination Proposal — Opinion of Helix’s Financial Advisor.”

Further, although the Helix Board believes that the acquisition of MoonLake will be accretive to our shareholders, the Helix Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the Business Combination, and the risk that a significant number of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “Risk Factors — Risks Related to Helix and the Business Combination.”

Q:     Do I have redemption rights?

A:    If you are a holder of public shares, you have the right to request that Helix redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. Public shareholders may elect to redeem all or a portion of such public shareholder’s public shares even if they vote for the Business Combination Proposal, or do not vote at all, and even if they are not holders on the record date. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

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The Insiders entered into the Sponsor Letters at the time of Helix’s IPO, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares, and public shares in connection with the completion of an initial business combination. Such persons did not receive separate consideration for their waiver of redemption rights.

The consummation of the Business Combination is conditioned upon, among other things, approval by Helix’s shareholders of the Business Combination Agreement and the Business Combination. Unless waived by the parties to the Business Combination Agreement, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “The Business Combination Proposal — The Business Combination Agreement.”

Q:     How do I exercise my redemption rights?

A:     If you are a holder of public shares and wish to exercise your right to redeem your public shares you must:

(a)     hold public shares and are not the Sponsor or an officer or director of Helix; and

(b)    prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting), (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that we redeem your public shares for cash, and (ii) deliver your public shares to the Transfer Agent, physically or electronically through the Deposit/Withdrawal at Custodian (DWAC) system maintained by DTC.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Any holder of public shares will be entitled to request that their public shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. For illustrative purposes, as of January 7, 2022, the record date, this would have amounted to approximately $10.00 per public share. Further, you may exercise your redemption rights regardless of whether you vote for or against the Business Combination Proposal or do not vote at all and regardless of whether you were a holder of the public shares on the record date. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of public shares, you may exercise your redemption rights by submitting your request in writing to the Transfer Agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that Helix instruct our Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent by 9:00 AM, Eastern Time, on March 29, 2022.

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If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Helix will redeem public shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination.

Q:     Will how I vote on the Business Combination Proposal affect my ability to exercise my redemption rights?

A:     No. You may exercise your redemption rights irrespective of whether you vote your Class A Ordinary Shares for or against the Business Combination Proposal or any other proposal described by this proxy statement, or do not vote at all, and regardless of whether you were a holder of public shares on the record date. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their public shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     No. Our shareholders do not have appraisal rights in connection with the proposed Business Combination under Cayman Islands law.

Q:     Who is entitled to vote at the extraordinary general meeting?

A:     Helix has fixed January 7, 2022 as the record date. If you were a shareholder of Helix at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual extraordinary general meeting) or is represented by proxy at the extraordinary general meeting.

Q:     How many votes do I have?

A:     Our shareholders are entitled to one vote at the extraordinary general meeting for each Class A Ordinary Share and each Class B Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 11,930,000 Class A Ordinary Shares and 2,875,000 Class B Ordinary Shares outstanding.

Q:     What constitutes a quorum?

A:     A quorum of our shareholders is necessary to hold a valid meeting. The presence, in person or by proxy (or if a corporation or other non-natural person holds the shares, by its duly authorized representative or proxy), of the holders of a majority of all the issued and outstanding Helix ordinary shares entitled to vote constitutes a quorum at the extraordinary general meeting.

Q:     What vote is required to approve each proposal at the extraordinary general meeting?

A:     The following votes are required to approve each proposal at the extraordinary general meeting:

Business Combination Proposal:    The approval of the Business Combination Proposal requires the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Binding Organizational Documents Proposals:    The approval of Binding Organizational Documents Proposal A requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting. The approval of Binding Organizational Documents Proposals B and C require approval of a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the holders of the outstanding ordinary shares

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(being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class) who being present in person (which would include presence at the virtual meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals:    The approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding advisory vote, requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Nasdaq Proposal:    The approval of the Nasdaq Proposal requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Adjournment Proposal:    The approval of the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Q:     What are the recommendations of the Helix Board?

A:     The Helix Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Helix’s shareholders and unanimously recommends that our shareholders vote “FOR” the Business Combination Proposal, “FOR” each of the Binding Organizational Documents Proposals, “FOR” each of the separate Advisory Organizational Documents Proposals, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of Helix’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Helix and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:     How do the Sponsor and other initial shareholders intend to vote their shares?

A:     Pursuant to the Amended Sponsor Letters, our Sponsor and other Insiders agreed to vote in favor of approval of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by Helix for approval by Helix’s shareholders. As of the date of this proxy statement, our initial shareholders own an aggregate of 3,305,000 Helix ordinary shares, which in the aggregate represent approximately 22.3% of our total outstanding shares on the date of this proxy statement.

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Q:     Can the Sponsor and other initial shareholders purchase public shares prior to the extraordinary general meeting?

A:     At any time prior to the extraordinary general meeting, during a period when they are not aware of any material nonpublic information regarding Helix or our securities, our initial shareholders, MoonLake and/or its affiliates may purchase shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Helix ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to shareholders for approval at the extraordinary general meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. These actions may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on Helix ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she, or it owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Helix will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the extraordinary general meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in the section of this proxy statement titled “United States Federal Income Tax Considerations”). Subject to the application of the “passive foreign investment company” (“PFIC”) rules, it is expected that a redeeming U.S. Holder will generally be treated as selling its Class A Ordinary Shares and will recognize gain or loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Class A Ordinary Shares that such U.S. Holder owns or is deemed to own. Notwithstanding the foregoing, if Helix is treated as a PFIC under the PFIC rules at any time during a U.S. Holder’s holding period of Class A Ordinary Shares, unless a redeeming U.S. Holder has made certain elections, the gain recognized or proceeds received in the redemption may be subject to tax at ordinary income rates and an interest charge under a complex set of computational rules. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “United States Federal Income Tax Considerations.

All holders considering exercising redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     What do I need to do now?

A:     Helix urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Business Combination will affect you as a shareholder of Helix. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

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Q:     How do I vote?

A:     The extraordinary general meeting will be held via live webcast at 9:00 AM, Eastern Time, on March 31, 2022, at https://www.cstproxy.com/helixacquisition/2022. For the purposes of Cayman Islands law and our Existing MAA, the physical location of the extraordinary general meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/helixacquisition/2022, where you will be able to listen to the meeting live and vote during the meeting. We recommend that you access the extraordinary general meeting by means of remote communication.

If you are a holder of record of Class A Ordinary Shares or Class B Ordinary Shares on the record date, you may vote at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote, obtain a proxy from your broker, bank or nominee.

Q:    If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Moreover, broker non-votes will have no effect on any of the proposals in this proxy statement.

For the proposals in this proxy statement, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the extraordinary general meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q:     What happens if I sell my Class A Ordinary Shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Helix ordinary shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if the transferee follows the procedures for redemption as set forth in this proxy statement).

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may send a later-dated, signed proxy card to Helix’s secretary at the address set forth below so that it is received by Helix’s secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on March 31, 2022) or attend the virtual extraordinary general meeting and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Helix’s Chief Executive Officer, which must be received by Helix’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

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Q:     What happens if I fail to take any action with respect to the extraordinary general meeting?

A:     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and consummated, you will be a shareholder of the Company. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of Helix. However, if you fail to take any action with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination, provided you follow the instructions in this proxy statement for redeeming your shares.

Q:     What should I do with my share certificates?

A:     Shareholders who exercise their redemption rights must deliver their public shares to the Transfer Agent (either physically or electronically) prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting). Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their public shares.

Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Helix ordinary shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement or the enclosed proxy card, you should contact our proxy solicitor:

Morrow Sodali
470 West Avenue
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: HLXA.info@investor.morrowsodali.com

You also may obtain additional information about Helix from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the Transfer Agent at the address below prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A-1 to this proxy statement. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement in the section entitled “The Business Combination Proposal — The Business Combination Agreement.” This proxy statement also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.”

The Parties to the Business Combination

Helix Acquisition Corp.

Helix is a blank check company, incorporated in the Cayman Islands, formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses. Based on our business activities, Helix is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash.

The mailing address of Helix’s principal executive office is 200 Clarendon Street, 52nd Floor Boston, MA 02116. Our telephone number is +1 (857) 702-0370.

Helix Holdings LLC

Helix Holdings LLC is a Cayman Islands limited liability company and is the sponsor of Helix.

MoonLake Immunotherapeutics AG

MoonLake is a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536.

The mailing address of MoonLake’s principal executive office is Dorfstrasse 29, 6300 Zug, Switzerland.

ML Parties

The ML Parties are the securityholders of MoonLake who are the signatories to the Business Combination Agreement, including the BVF Shareholders and MHKDG.

Summary of the Business Combination Agreement

Following the Closing of the Business Combination, the existing securityholders of MoonLake (except as noted below with respect to the BVF Shareholders) will retain their equity interests in MoonLake and will receive a number of non-economic voting shares in Helix determined by multiplying the number of MoonLake Common Shares held by them immediately prior to the Closing by the Exchange Ratio. The BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio. Helix will receive a controlling equity interest in MoonLake in exchange for making the Cash Contribution.

Assuming approval of the Business Combination by Helix’s shareholders and the satisfaction or waiver of the other closing conditions set forth in the Business Combination Agreement, the following transactions will occur:

(i)     At least four business days prior to the Closing Date, Helix and MoonLake will determine as of such date (x) the Preliminary Investment Amount, which will be equal to the cash in Helix’s Trust Account, less amounts required to satisfy any redemptions and less the aggregate amount of any unpaid Helix transaction expenses plus the aggregate proceeds actually received by Helix from any consummated PIPE as of such date, and (y) the number of MoonLake Preliminary Class V Voting Shares to be issued by MoonLake to Helix at the Closing, which will be equal to (A) the Preliminary Investment Amount divided by (B) the Exchange Ratio.

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(ii)    At least three business days prior to the Closing Date, Helix will transfer an amount equal to the product of the MoonLake Preliminary Class V Voting Shares multiplied by CHF 0.01 (the nominal amount of each MoonLake Class V Voting Share) to a blocked Swiss bank account of MoonLake.

(iii)   One business day prior to the Closing Date, subject to approval by MoonLake’s shareholders and registration by the competent Swiss commercial register, the ML Parties and MoonLake will effectuate the Restructuring, to, among other things, (x) convert the existing MoonLake Series A Preferred Shares into an equal number of MoonLake Common Shares, such that the ML Parties will hold a single class of capital stock of MoonLake immediately prior to the Closing and (y) approve a capital increase for the issuance of MoonLake Class V Voting Shares, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake Common Share.

(iv)   At the Closing, all then-outstanding Class B Ordinary Shares will be automatically converted into Class A Ordinary Shares on a one-for-one basis.

(v)    At the Closing, Helix will amend and restate its Existing MAA to, among other things, establish a share structure containing the Class A Ordinary Shares, which will carry economic and voting rights, and Class C Ordinary Shares, which will carry voting rights but no economic rights.

(vi)   On the Closing Date, Helix and MoonLake will determine (x) the Available Closing Date Cash, (y) the final number of MoonLake Class V Voting Shares attributable to Helix at the Closing based on the Available Closing Date Cash, and (z) the Cash Contribution.

(vii)  On the Closing Date, Helix will pay all unpaid transaction expenses and then make available the remaining Cash Contribution to MoonLake.

(viii) If the Available Closing Date Cash is lower than the Preliminary Investment Amount, at the election of MoonLake, Helix will retransfer to MoonLake the number of MoonLake Class V Voting Shares at par value that have been issued in excess.

(ix)   On the Closing Date, following the Restructuring, the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio.

(x)    On the Closing Date, Helix will issue Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders).

(xi)   On the Closing Date, Helix will issue to the PIPE Investors an aggregate of 11,500,000 Class A Ordinary Shares at a price of $10.00 per share for gross proceeds of $115,000,000.

Helix and MoonLake cannot complete the Business Combination unless Helix’s shareholders approve the Business Combination, including the issuance of ordinary shares to the ML Parties as consideration, and certain of the other proposals contained herein. Helix is sending you this proxy statement to ask you to vote in favor of the Business Combination Proposal, as described below, and the other matters described in this proxy statement.

For additional information about the Business Combination Agreement and the Business Combination and other transactions, see “The Business Combination Proposal — The Business Combination Agreement.

Summary of the Investment Agreement

On October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix, MoonLake and each of the ML Parties entered into an Investment Agreement (the “Investment Agreement”), a copy of which is included as Annex A-2 to this proxy statement. Pursuant to the terms of the Investment Agreement, one business day prior to the Closing Date, the existing shareholders of MoonLake will hold an extraordinary shareholders meeting to (i) approve the conversion of MoonLake Series A Preferred Shares into MoonLake Common Shares, (ii) approve the increase of the nominal statutory capital of MoonLake through the issuance of the MoonLake Class V Voting Shares to Helix, (iii) waive such existing MoonLake shareholders’ subscription right with respect to the nominal capital increase

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and the issuance of the MoonLake Class V Voting Shares to Helix, (iv) approve the amendment of MoonLake’s articles of association to reflect such conversion and capital increase, and (v) elect one director nominated by Helix ((i) to (v) together, the “MoonLake EGM Resolutions”).

On the Closing Date, following the Restructuring, the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio.

The Investment Agreement includes customary covenants of MoonLake and the existing shareholders of MoonLake with respect to the operation of the business of MoonLake prior to the consummation of the Investment Agreement and efforts to satisfy the conditions precedent to the consummation of the Investment Agreement.

The closing of the Investment Agreement is conditioned upon, among other things, (a) in favor of Helix, customary corporate conditions as to the existing share capital of MoonLake, (b) the delivery of copies of duly executed corporate documents evidencing the passing of the MoonLake EGM Resolutions, and (c) the satisfaction or waiver of all conditions precedent under the Business Combination Agreement, save for the condition that all conditions precedent of the Investment Agreement be satisfied. If the Business Combination Agreement is terminated before closing of the Investment Agreement, the Investment Agreement will be immediately terminated and all acts, documents, instruments, or deeds executed by the parties to the Investment Agreement will be deemed terminated and rescinded and without further effect.

For additional information about the Investment Agreement, see “The Business Combination Proposal — Investment Agreement.

Summary of the A&R Shareholders’ Agreement

At the Closing, Helix, MoonLake and each ML Party will enter into an amended and restated shareholders’ agreement (the “A&R Shareholders’ Agreement”), a copy of which is included as Annex A-3 to this proxy statement. Pursuant to the terms of the A&R Shareholders’ Agreement, MoonLake’s existing shareholders’ agreement will be amended and restated. The A&R Shareholders’ Agreement will become effective as of the registration of the increase of MoonLake’s nominal share capital in the commercial register of the Canton of Zug, Switzerland and will continue in force until the earlier of 15 years or the date on which all of the ML Parties have exchanged their equity in MoonLake for Class A Ordinary Shares.

With the intent to approximate the rights, obligations and restrictions that an ML Party would enjoy if it were a holder of Class A Ordinary Shares, the A&R Shareholders’ Agreement (i) imposes certain transfer and other restrictions on the ML Parties, (ii) provides for the waiver of certain statutory rights and (iii) establishes certain mechanics whereby Helix and each of the ML Parties are able to effect the conversion of MoonLake Common Shares and Class C Ordinary Shares for a number of Class A Ordinary Shares equal to the Exchange Ratio.

For additional information about the A&R Shareholders’ Agreement, see “The Business Combination Proposal — A&R Shareholders’ Agreement.

Summary of the Amended Sponsor Letters

On October 4, 2021, Helix and the Insiders agreed, at and conditioned upon the Closing, to enter into the Amended Sponsor Letters pursuant to which the Insiders will (i) waive the anti-dilution and conversion price adjustments set forth in Helix’s Existing MAA with respect to the Class B Ordinary Shares held by them and (ii) vote in favor of approval of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by Helix for approval by Helix’s shareholders.

For additional information about the Amended Sponsor Letter, see “The Business Combination Proposal — Amended Sponsor Letters.

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Related Agreements

Subscription Agreements

On October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix entered into Subscription Agreements with the PIPE Investors (which include an affiliate of the Sponsor and the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,500,000 Class A Ordinary Shares at a price of $10.00 per share, for an aggregate purchase price of $115,000,000.

The PIPE 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 Helix 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 Helix 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 Helix 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.

For additional information about the Subscription Agreements, see “The Business Combination Proposal — Certain Related Agreements — Subscription Agreement”.

Amended and Restated Registration Rights Agreement

At the Closing of the Business Combination, MoonLake, the Sponsor and certain ML Parties will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) pursuant to which, among other things, the parties thereto will be granted certain customary registration rights with respect to Class A Ordinary Shares beneficially held by them, directly or indirectly, and will agree to transfer restrictions with respect to the Class A Ordinary Shares and Class C Ordinary Shares beneficially held by them, as applicable.

Pursuant to the A&R Registration Rights Agreement and/or the A&R Shareholders’ Agreement, as applicable, the following lock-ups will be in place: (a) a six-month lock-up period following the Closing will apply to the MoonLake Common Shares and Class C Ordinary Shares held by the ML Parties (other than the BVF Shareholders) and any Class A Ordinary Shares received by them during the lock-up period in exchange for their MoonLake Common Shares and simultaneous surrender of their Class C Ordinary Shares; (b) a thirty-day lock-up period following the Closing will apply to the private placement shares held by the Sponsor and its permitted transferees; (c) a one-year lock-up period following the Closing will apply to the founder shares held by the Sponsor and initial shareholders and the Class A Ordinary Shares held by the BVF Shareholders, subject to earlier release from the lock-up if subsequent to the Business Combination (x) 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 the Closing or (y) following the Closing the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The PIPE Investors will not be restricted from selling any of their Class A Ordinary Shares following the Closing, other than by applicable securities laws.

For additional information about the Amended and Restated Registration Rights Agreement, see “The Business Combination Proposal — Certain Related Agreements — Amended and Restated Registration Rights Agreement.

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Incentive Plan

Pursuant to the Business Combination Agreement, Helix is expected to adopt an omnibus incentive equity plan, the form and terms of which shall be mutually agreed upon by the ML Parties and Helix, reserving a number of Class A Ordinary Shares for grants thereunder equal to 8% of the total number of Class A Ordinary Shares outstanding on a Fully Diluted Share basis at the Closing.

For additional information about the Incentive Plan, see “The Incentive Plan Proposal.

Ownership of the Company following the Business Combination

As of the date of this proxy statement, there are 14,805,000 ordinary shares of Helix outstanding, comprised of 11,930,000 Class A Ordinary Shares and 2,875,000 Class B Ordinary Shares held by the initial shareholders (comprised of 2,785,000 Class B Ordinary Shares held by the Sponsor and 30,000 Class B Ordinary Shares held by each of our three independent directors, Nancy Chang, Will Lewis, and John Schmid). In connection with the Closing, (i) each then-issued and outstanding Class B Ordinary Share will convert into Class A Ordinary Shares on a one-for-one basis in accordance with the terms of the Amended Sponsor Letters, (ii) the PIPE Investors will acquire 11,500,000 Class A Ordinary Shares pursuant to the Subscription Agreements, (iii) each ML Party (other than the BVF Shareholders) will be issued a number of Class C Ordinary Shares equal to the number of MoonLake Common Shares it owns following the Restructuring multiplied by the Exchange Ratio, and (iv) following the Restructuring, the BVF Shareholders will assign all of their MoonLake Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate amount of Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio. We anticipate that, upon completion of the Business Combination, the voting interests in the Company, on a Fully Diluted Share basis, will be as set forth in the table below.*

 

Assuming No
Redemptions of
Public Shares
(1)

 

Assuming Maximum Redemptions of Public Shares(2)

Helix’s Public Shareholders

 

18.5

%

 

0

%

Helix’s Initial Shareholders (excluding Sponsor’s PIPE investment)

 

5.3

%

 

6.5

%

PIPE Investors

 

18.5

%

 

22.6

%

ML Parties (including BVF Shareholders)

 

57.8

%

 

70.9

%

____________

(1)      Assumes (i) no holders of Helix’s public shares exercise their redemption rights, (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders) in accordance with the terms of the A&R Shareholders’ Agreement, calculating the Exchange Ratio based on MoonLake’s Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market, and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing.

(2)      Assumes (i) the holders of all 11,500,000 Class A Ordinary Shares exercise their redemption rights, (representing the maximum amount of public shares that can be redeemed to satisfy the requirement that Helix have at least $5,000,001 of net tangible assets immediately prior to or upon the Closing), (ii) the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares for Class A Ordinary Shares by the ML Parties (other than the BVF Shareholders) in accordance with the terms of the A&R Shareholders’ Agreement, calculating the Exchange Ratio based on MoonLake’s Fully Diluted Shares as of September 30, 2021, (iii) none of the parties purchase Class A Ordinary Shares in the open market, and (iv) there are no other issuances of equity securities of Helix prior to or in connection with the Closing.

* Upon completion of the Business Combination, Helix’s public shareholders, the initial shareholders and the PIPE Investors will hold Class A Ordinary Shares and the ML Parties (other than the BVF Shareholders) will hold Class C Ordinary Shares. Beginning six months after the Closing Date, each ML Party (other than the BVF Shareholders) will have the option to exchange its MoonLake Common Shares for a number of Class A Ordinary Shares equal to the product of (i) the number of MoonLake Common Shares then held by (ii) the Exchange Ratio, and, upon such exchange, will surrender for no consideration a number of Class C Ordinary Shares equal to the number of Class A Ordinary Shares issued to the ML Party pursuant to the exchange.

The voting percentages set forth above were calculated based on the amounts set forth in the sources and uses table on pages 37 and 152 of this proxy statement and do not take into account the issuance of any shares upon completion of the

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Business Combination under the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.

Pursuant to the A&R Registration Rights Agreement and/or the A&R Shareholders’ Agreement, as applicable, the following lock-ups will be in place: (a) a six-month lock-up period following the Closing will apply to the MoonLake Common Shares and Class C Ordinary Shares held by the ML Parties (other than the BVF Shareholders) and any Class A Ordinary Shares received by them during the lock-up period in exchange for their MoonLake Common Shares and simultaneous surrender of their Class C Ordinary Shares; (b) a thirty-day lock-up period following the Closing will apply to the private placement shares held by the Sponsor and its permitted transferees; (c) a one-year lock-up period following the Closing will apply to the founder shares held by the Sponsor and initial shareholders and the Class A Ordinary Shares held by the BVF Shareholders, subject to earlier release from the lock-up if subsequent to the Business Combination (x) 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 the Closing or (y) following the Closing the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Organizational Structure

The following diagrams illustrate in simplified terms the current organizational structure of Helix and MoonLake and the expected structure of the combined Company following the Closing:

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Date, Time and Place of Extraordinary General Meeting of Helix’s Shareholders

The extraordinary general meeting will be held via live webcast at 9:00 AM, Eastern time, on March 31, 2022, at https://www.cstproxy.com/helixacquisition/2022, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal. For the purposes of Cayman Islands law and our Existing MAA, the physical location of the extraordinary general meeting shall be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. The extraordinary general meeting can be accessed by visiting https://www.cstproxy.com/helixacquisition/2022, where you will be able to listen to the meeting live and vote during the meeting. We recommend that you access the extraordinary general meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the extraordinary general meeting. If you do not have a control number, please contact Continental Stock Transfer & Trust Company.

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Registering for the Extraordinary General Meeting

Pre-registration at https://www.cstproxy.com/helixacquisition/2022 is recommended but is not required to attend.

Any shareholder wishing to attend the virtual meeting may register for the meeting beginning on March 24, 2022. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares:

Record Holders.    If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only extraordinary general meeting, go to https://www.cstproxy.com/helixacquisition/2022, enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial Holders.    Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Helix ordinary shares at the close of business on January 7, 2022, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 11,930,000 Class A Ordinary Shares, of which 11,500,000 were public shares, with the rest being held by our initial shareholders, and there were 2,875,000 Class B Ordinary Shares outstanding, all of which were held by our Sponsor and initial shareholders.

Quorum and Vote of Shareholders

A quorum of our shareholders is necessary to hold a valid meeting. The presence, in person (which would include presence at the virtual extraordinary general meeting) or by proxy (or if a corporation or other non-natural person holds the shares, by its duly authorized representative or proxy), of the holders of a majority of all the issued and outstanding Helix ordinary shares entitled to vote constitutes a quorum at the extraordinary general meeting. In the absence of a quorum, the chairperson of the extraordinary general meeting has the power to adjourn the extraordinary general meeting. As of the record date for the extraordinary general meeting, 7,402,500 ordinary shares would be required to achieve a quorum.

Pursuant to the Amended Sponsor Letters, our Sponsor and other Insiders agreed to vote in favor of approval of the adoption of the Business Combination Agreement, the Business Combination, and each other proposal presented by Helix for approval by Helix’s shareholders. As of the date hereof, our initial shareholders own approximately 22.3% of our total outstanding ordinary shares. Accordingly, only 4,097,501 public shares, or approximately 35.6% of the 11,500,000 Class A Ordinary Shares sold in Helix’s IPO, need to be voted in favor of the Business Combination Proposal in order for it to be approved assuming all outstanding ordinary shares are voted on such proposal. If only a minimum quorum, consisting of a bare majority of outstanding Helix ordinary shares, is present at the extraordinary general meeting, Helix would need only 396,251 public shares, or approximately 3.4% of the Class A Ordinary Shares sold in Helix’s IPO, to be voted in favor of the Business Combination Proposal in order for it to be approved (provided that consummation of the Business Combination is conditioned upon, among other things, approval of each of the Binding Organizational Documents Proposals and the Nasdaq Proposal, compliance with the Minimum Cash Condition, and the requirement that Helix have net tangible assets of not less than $5,000,001 immediately prior to or upon consummation of the Business Combination).

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The following votes are required for each proposal at the extraordinary general meeting:

Business Combination Proposal:    The approval of the Business Combination Proposal requires the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Binding Organizational Documents Proposals:    The approval of Binding Organizational Documents Proposal A requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting. The approval of Binding Organizational Documents Proposals B and C require approval of a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the holders of the outstanding ordinary shares (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class) who being present in person (which would include presence at the virtual meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals:    The approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding advisory vote, requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Nasdaq Proposal:    The approval of the Nasdaq Proposal requires approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Incentive Plan Proposal:    The approval of the Incentive Plan Proposal requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

Adjournment Proposal:    The approval of the Adjournment Proposal requires the affirmative vote of a majority of the ordinary shares of the Company (being the votes cast by the holders of Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class), who, being present in person (which would include presence at the virtual extraordinary general meeting) or by proxy and entitled to vote at the extraordinary general meeting, actually vote at the extraordinary general meeting.

With respect to each proposal in this proxy statement, holders of Class A Ordinary Shares and Class B Ordinary Shares may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee on how to vote, and does not attend the extraordinary general meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” Binding Organizational Documents Proposals B and C, which require approval by a special resolution, but will have no effect on the outcome of any other proposal in this proxy statement.

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Abstentions will be counted in connection with the determination of whether a valid quorum is established. An abstention will have no effect on any proposal.

Proposals to be Considered at the Extraordinary General Meeting

The Business Combination Proposal

At the extraordinary general meeting, Helix shareholders will vote on a proposal to approve the Business Combination Agreement, a copy of which is attached to this proxy statement as Annex A-1, and approve the other transactions contemplated by the Business Combination Agreement. For additional information, see “The Business Combination Proposal.”

The Binding Organizational Documents Proposals

At the extraordinary general meeting, Helix shareholders will vote on separate proposals to approve the amendment and restatement of the Existing MAA, as follows: (A) a proposal to approve the change in authorized share capital of Helix and (B) a proposal to approve the change in Helix’s name, from “Helix Acquisition Corp.” to “MoonLake Immunotherapeutics” and to approve the adoption of the Proposed MAA, a copy of which is attached to this proxy statement as Annex B, each of which, if approved, would take effect upon the Closing. For additional information, see “The Binding Organizational Documents Proposals.”

The Advisory Organizational Documents Proposals

At the extraordinary general meeting, Helix shareholders will vote on separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed MAA, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eight sub-proposals. For additional information, see “The Advisory Organizational Documents Proposals.”

The Nasdaq Proposal

At the extraordinary general meeting, Helix shareholders will vote on a proposal to approve, for the purpose of complying with the applicable listing rules of Nasdaq, (i) the issuance of Class A Ordinary Shares to the BVF Shareholders and Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders), including the Class A Ordinary Shares issuable upon the exchange of MoonLake Common Shares and simultaneous surrender of Class C Ordinary Shares by such ML Parties, pursuant to the terms of the Business Combination Agreement, Investment Agreement, and A&R Shareholders’ Agreement, and (ii) the issuance of Class A Ordinary Shares to the PIPE Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to subscription agreements we may enter into prior to Closing. For additional information, see “The Nasdaq Proposal.”

The Incentive Plan Proposal

At the extraordinary general meeting, Helix shareholders will vote on a proposal to approve the Incentive Plan, a copy of which is attached to this proxy statement as Annex C. For additional information, see “The Incentive Plan Proposal.”

The Adjournment Proposal

Helix shareholders will be asked to vote on a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, (A) to the extent necessary to ensure that any required supplement or amendment to this proxy statement is provided to Helix’s shareholders; (B) if, as of the time for which the extraordinary general meeting is originally scheduled, there are insufficient ordinary shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the extraordinary general meeting; (C) to seek withdrawals of redemption requests from public shareholders; or (D) to solicit additional proxies from Helix shareholders in favor of one or more of the proposals at the extraordinary general meeting. For additional information, see “The Adjournment Proposal.”

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Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (i.e., the Business Combination Proposal, each of the Binding Organizational Documents Proposals, and the Nasdaq Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals, and the adoption of all proposals (other than the Adjournment Proposal) are conditioned on the approval of the Condition Precedent Proposals. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the extraordinary general meeting as the first proposal to be voted on.

Redemption Rights

Pursuant to the Existing MAA, a public shareholder may request that Helix redeem all or a portion of such public shareholder’s public shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any public shares to be redeemed only if you:

(a)     hold public shares and are not the Sponsor or an officer or director of Helix; and

(b)    prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting), (i) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that we redeem your public shares for cash, and (ii) deliver your public shares to the Transfer Agent, physically or electronically through the Deposit/Withdrawal at Custodian (DWAC) system maintained by DTC.

Public shareholders may elect to redeem all or a portion of such public shareholder’s public shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the public shares will not be redeemed for cash. If a public shareholder properly exercises its right to redeem its public shares and timely delivers its public shares to the Transfer Agent, Helix will redeem each share of Class A Ordinary Shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding public shares. If a public shareholder exercises its redemption rights, then it will be exchanging its redeemed public shares for cash and will no longer own such shares. Any request to redeem public shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the Closing not to elect to exercise such rights, it may simply request that Helix instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares, without our prior consent. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

In order for public shareholders to exercise their redemption rights in respect of the Business Combination Proposal, public shareholders must properly exercise their right to redeem the public shares they hold and deliver their public shares (either physically or electronically) to the Transfer Agent prior to 9:00 AM, Eastern Time, on March 29, 2022 (two business days prior to the scheduled vote at the extraordinary general meeting). Immediately following the consummation of the Business Combination, Helix will satisfy the exercise of redemption rights by redeeming the public shares issued to the public shareholders that validly exercised their redemption rights.

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Appraisal Rights

Our shareholders do not have appraisal rights in connection with the Business Combination under Cayman Islands law.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Helix has engaged Morrow Sodali to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares during the virtual extraordinary general meeting if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of the Helix Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Additionally, the post-closing slate of directors listed in this proxy statement have interests in the Business Combination that are different from those of our shareholders. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. However, the Helix Board concluded that the potentially disparate interests of our Sponsor, officers, and directors would be mitigated because (i) these interests were disclosed in the initial public offering prospectus, (ii) these disparate interests would exist or may be even greater with respect to a business combination with another target company and (iii) the private placement shares held by our Insiders will be subject to a 30-day lockup following Closing and the founder shares will be subject to a one-year lock-up following Closing (subject to earlier release in certain cases as described in more detail elsewhere in this proxy statement). Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that our Insiders entered into the Sponsor Letters at the time of Helix’s IPO, pursuant to which they have waived their right to redeem any of the founder shares, private placement shares, and public shares in connection with a shareholder vote to approve a proposed initial business combination. The Insiders did not receive separate consideration for their waiver of redemption rights;

•        the fact that our initial shareholders paid an aggregate of $25,000 for the founder shares, which will convert into 2,875,000 Class A Ordinary Shares in accordance with the terms of the Business Combination Agreement, the Existing MAA and the Amended Sponsor Letters. If the Business Combination or another initial business combination is not consummated by October 22, 2022, such shares would be worthless. Such shares had an estimated aggregate market value of approximately $28,462,500 based on the closing price of $9.90 per Class A Ordinary Share on Nasdaq on January 7, 2022, the record date for the extraordinary general meeting;

•        the fact that, given the differential in the purchase price that the initial shareholders paid for the founder shares as compared to the price of the Class A Ordinary Shares sold in the IPO, the initial shareholders may earn a positive rate of return on their investment even if the Class A Ordinary Shares trade below the price initially paid for the Class A Ordinary Shares in the IPO and the public shareholders experience a negative rate of return following the Closing;

•        the fact that our Sponsor, which is affiliated with certain of our directors and officers, purchased an aggregate of 430,000 Class A Ordinary Shares, at a price of $10.00 per share, for an aggregate investment of $4,300,000 in a private placement simultaneously with the consummation of the IPO. Such shares have an estimated aggregate market value of approximately $4,257,000 based on the closing price of $9.90 per Class A Ordinary Share on Nasdaq on January 7, 2022, the record date for the extraordinary general meeting;

•        the fact that an affiliate of our Sponsor has entered into a Subscription Agreement with Helix pursuant to which it has committed to purchase 2,750,000 Class A Ordinary Shares for an aggregate commitment of $27,500,000 in the PIPE;

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•        the fact that our initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares and private placement shares held by them if we fail to complete an initial business combination by October 22, 2022;

•        the fact that, if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that Dr. Andrew Phillips, our Chief Financial Officer, is expected to be elected as a director of the Company after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options or stock awards that the Company’s Board determines to pay to our directors;

•        the fact that Spike Loy, Dr. Jorge Santos da Silva, and Simon Sturge are expected to be director of the Company following the Closing. Dr. Jorge Santos da Silva and Simon Sturge are ML Parties, and Spike Loy is associated with the BVF Shareholders. The ML Parties (including the BVF Shareholders) (i) have the right to designate certain directors to the Company’s Board pursuant to the Business Combination Agreement, (ii) include members of MoonLake’s management team who are expected to become executive officers and directors of the Company following the Business Combination, and (iii) will hold a significant number of Class C Ordinary Shares and MoonLake Common Shares that may be exchanged for Class A Ordinary Shares in accordance with the terms of the A&R Shareholders’ Agreement;

•        the fact that Dr. Jorge Santos da Silva as well as Dr. Kristian Reich, both of whom are co-founders of MoonLake, each have employment agreements with MoonLake, dated April 30, 2021, providing for a base salary of CHF 425,000, a target bonus of 100% during the first year of service, and a target bonus of at least 50% thereafter. The bonus during the first year of service will be paid if, during that period, (i) MoonLake raises at least $100 million and (ii) at least one Phase 2 study in PsA, AS or HS has started (i.e., a first patient is included in the study). If the aforementioned criteria are only partially met (i.e., one of the two conditions has been met), the first year bonus is only partially owed, in an amount equal to at least 50% of the salary. The completion of the Business Combination and the transactions contemplated thereby prior to April 30, 2022 would satisfy the criteria regarding fundraising of at least $100 million during the first year of employment;

•        the fact that all 550,000 MoonLake Common Shares held by the BVF Shareholders will be exchanged for Class A Ordinary Shares at the closing of the Business Combination;

•        the fact that, following the signing of the Business Combination Agreement, the BVF Shareholders loaned MoonLake an aggregate of $15,000,000 for general corporate purposes of MoonLake, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loan is required to be repaid by MoonLake at any time prior to the earlier of two business days after the Closing of the Business Combination and March 31, 2022;

•        the fact that Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., and MSI BVF SPV LLC, each associated with Spike Loy, have entered into Subscription Agreements with Helix, pursuant to which they have committed to purchase 1,732,067 Class A Ordinary Shares, 1,264,191 Class A Ordinary Shares, 194,153 Class A Ordinary Shares, and 59,589 Class A Ordinary Shares, respectively, for an aggregate commitment of $17,320,670, $12,641,910, $1,941,530, and $595,890, respectively;

•        the fact that Helix’s officers, directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and

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investigating possible business targets and business combinations. However, if Helix fails to consummate an initial business combination within the required period, they will not have any claim against the Trust Account for reimbursement. As of February 2, 2022, there were no reimbursable expenses outstanding;

•        the fact that the Sponsor and our officers and directors (or their affiliates) may make loans to us from time to time to fund our capital requirements. Such loans are non-interest bearing and will be repaid at the Closing or, at the option of the holder, up to $1.5 million of such loans may be converted into Class A Ordinary Shares at a price of $10.00 per share. As of February 2, 2022, no working capital loans were outstanding. If Helix does not consummate an initial business combination by October 22, 2022, to the extent any working capital loans are outstanding, such loans will not be repaid and will be forgiven except to the extent that there are funds available to Helix outside of the Trust Account; and

•        the fact that we will continue to indemnify our existing directors and officers and will maintain our directors’ and officers’ liability insurance after the Business Combination.

In the aggregate, the Sponsor and our officers and directors have approximately $33.1 million at risk that depends upon the completion of an initial business combination. Such amount consists of (a) approximately $28.8 million representing the value of the founder shares (assuming a value of $10.00 per share, the deemed value of the Class A Ordinary Shares in the Business Combination) and (b) approximately $4.3 million representing the value of the private placement shares (assuming a value of $10.00 per share, the deemed value of the Class A Ordinary Shares in the Business Combination). In light of the foregoing, our Insiders will receive material benefits from the completion of the Business Combination and may be incentivized to complete the Business Combination rather than liquidate even if MoonLake is a less favorable target company or the terms of the Business Combination are less favorable to stockholders than alternatives.

Please also see the sections “Certain Relationships and Related Party Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our initial shareholders, current officers and directors.

At any time prior to the extraordinary general meeting, during a period when they are not aware of any material nonpublic information regarding Helix or our securities, the Helix initial shareholders, MoonLake and/or its affiliates may purchase shares from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Helix ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to shareholders for approval at the extraordinary general meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. These actions may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on Helix ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she, or it owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Helix will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the extraordinary general meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Helix and its shareholders and what may be best

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for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Risk Factors”, “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

Recommendation of the Helix Board

In reaching its unanimous resolutions (i) that the Business Combination Agreement and the Ancillary Agreements are fair, advisable and in the best interests of Helix and its shareholders, (ii) to approve the Business Combination Agreement and the Business Combination, the PIPE, and the other transactions contemplated by the Business Combination Agreement and related documents, (iii) to approve the transactions, recommend the approval and adoption of the Business Combination Agreement and the Business Combination by Helix’s shareholders, and (iv) directing that the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination) be submitted for consideration by Helix’s shareholders, the Helix Board considered and evaluated a range of positive factors, including, among other things, the clinical validation of MoonLake’s product candidate, SLK, the fact that MoonLake is supported by a top-tier healthcare company (MHKDG) and institutional investor (BVF), MoonLake’s business model, general outlook, and cash runway, and MoonLake’s strong advisory board and experienced management team. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Reasons for Approval of the Business Combination.”

In addition, the Helix Board considered the financial analysis reviewed by SVB Leerink with the Helix Board, and the oral opinion of SVB Leerink to the Helix Board (which was subsequently confirmed in writing by delivery of SVB Leerink’s written opinion dated the same date, October 3, 2021), that the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement is fair, from a financial point of view, to Helix. SVB Leerink’s opinion is discussed in more detail in the section entitled “The Business Combination Proposal — Opinion of Helix’s Financial Advisor.”

Further, although the Helix Board believes that the acquisition of MoonLake will be accretive to our shareholders, the Helix Board did consider certain potentially material negative factors in arriving at that conclusion, such as the risk that shareholders would not approve the Business Combination, and the risk that a significant number of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “Risk Factors — Risks Related to Helix and the Business Combination.”

The Helix Board considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination that the Business Combination Agreement and the Business Combination are fair to and in the best interests of Helix and its shareholders. In view of the wide variety of factors considered by the Helix Board in connection with its evaluation of the Business Combination and related transactions and the complexity of these matters, the Helix Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the Helix Board based its recommendation on the totality of the information presented to and considered by it. The Helix Board evaluated the reasons described above with the assistance of Helix’s outside advisors. In considering the factors described above and any other factors, individual members of the Helix Board may have viewed factors differently or given different weights to other or different factors.

This explanation of Helix’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.

Summary of Opinion of Helix’s Financial Advisor

The Helix Board engaged SVB Leerink LLC (“SVB Leerink”) as its financial advisor in connection with the Business Combination and the other transactions contemplated by the Business Combination Agreement. The Helix Board selected SVB Leerink to act as Helix’s financial advisor based on SVB Leerink’s qualifications, reputation, experience and expertise in the biopharmaceuticals industry, its knowledge of and involvement in recent transactions in the biopharmaceutical industry, and its relationship and familiarity with Helix and its business. SVB Leerink is an internationally recognized investment banking firm that has substantial experience in transactions similar to this Business Combination. In connection with this engagement, the Helix Board requested that SVB Leerink evaluate the fairness, from a financial point of view, to Helix of the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement. On October 3, 2021, at a meeting of the Helix Board, SVB Leerink rendered to

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the Helix Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 3, 2021, that, as of such date and based upon and subject to the various assumptions, qualifications and limitations upon the review undertaken by SVB Leerink in preparing its opinion, the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement was fair, from a financial point of view, to Helix. The full text of SVB Leerink’s written opinion, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations of the review undertaken in connection with the opinion, is attached to this proxy statement as Annex F and is incorporated by reference in its entirety to this proxy statement.

SVB Leerink’s financial advisory services and opinion were provided for the information and assistance of the members of the Helix Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of the Helix Board’s consideration of the Business Combination and the other transactions contemplated by the Business Combination Agreement and SVB Leerink’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Helix of the consideration to be paid by Helix pursuant to the terms of the Business Combination Agreement. SVB Leerink’s opinion did not address any other term or aspect of the Business Combination, the Business Combination Agreement or the transactions contemplated thereby and does not constitute a recommendation to any shareholder of Helix as to whether or how such holder should vote or otherwise act with respect to the Business Combination or the other transactions contemplated by the Business Combination Agreement or any other matter.

Conditions to Closing the Business Combination

The consummation of the Business Combination is conditioned upon, among other things, receipt of Helix’s shareholder approval, and Helix having not redeemed Class A Ordinary Shares in an amount that would cause Helix to have net tangible assets of less than $5,000,001. The obligations of MoonLake and the ML Parties to consummate the Business Combination are also conditioned upon, among other things, the Minimum Cash Condition and the listing of the Class A Ordinary Shares on Nasdaq. The obligations of Helix to consummate the Business Combination are also conditioned upon, among other things, no material adverse effect having occurred and the Available Closing Date Cash equaling or exceeding $52,000,000, the minimum amount required for Helix to obtain voting control of MoonLake.

Termination of the Business Combination Agreement

The Business Combination Agreement allows the parties to terminate the Business Combination Agreement if certain customary conditions described in the Business Combination Agreement are not satisfied, including, without limitation, each party’s right to terminate, subject to certain limited exceptions, if the Business Combination is not consummated by May 30, 2022 (the “Outside Date”). If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of a willful and material breach of the Business Combination Agreement or fraud in the making of the representations and warranties in the Business Combination Agreement.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent Helix’s good faith estimate of such amounts.

Sources and Uses of Proceeds

($ in 000s)

Sources

 

No
Redemptions

 

Maximum
Redemption
s

Cash Held in Trust Account(1)

 

$

115.04

 

$

0

Private Placement Equity Financing(2)

 

 

115.00

 

 

115.0

ML Parties’ Equity(3)

 

 

360.00

 

 

360.00

Total Sources

 

$

590.04

 

 

475.00

____________

(1)      Represents the expected amount of the cash held in Helix’s Trust Account prior to the Closing, excluding any interest earned on the funds. In the No Redemptions Scenario, assumes that none of the holders of public shares exercise their redemption rights. In the Maximum Redemptions Scenario, assumes that holders of all 11,500,000 public shares exercise their redemption rights, representing the maximum amount of public shares that can be redeemed to satisfy the requirement that Helix have at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination.

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(2)      Represents the proceeds from the PIPE as of the consummation of the Business Combination.

(3)      Assumes the exchange by each ML Party (including the BVF Shareholders) of an aggregate of 1,070,196 MoonLake Common Shares together with their respective Class C Ordinary Shares, as applicable, for Class A Ordinary Shares valued at $10.00 per share.

Uses

 

No
Redemptions

 

Maximum
Redemptions

Transaction Expenses(1)

 

$

17.91

 

$

16.76

Sellers’ Equity

 

 

360.00

 

 

360.00

Net Cash Contribution to MoonLake(2)

 

 

212.13

 

 

98.24

Total Uses

 

$

590.04

 

$

475.00

____________

(1)      Represents the total estimated transaction fees and expenses incurred by the parties to the Business Combination Agreement.

(2)      Represents the cash made available to MoonLake, which is equal to the Available Closing Date Cash less MoonLake transaction expenses and Swiss stamp duty.

United States Federal Income Tax Considerations

For a discussion summarizing the United States federal income tax considerations of an exercise of redemption rights, please see “United States Federal Income Tax Considerations.

Anticipated Accounting Treatment

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “The Business Combination Proposal — Anticipated Accounting Treatment.”

Sources of Industry and Market Data

This proxy statement contains estimates, projections and other information concerning MoonLake’s industry, business and the potential markets for its product candidate, including data regarding the estimated size of such markets and the incidence of certain medical conditions. We obtained the industry, market and competitive position data set forth in this proxy statement from MoonLake’s internal estimates and research, as well as from academic and industry publications, research, surveys and studies conducted by third parties. MoonLake’s internal estimates are derived from publicly available information released by industry analysts and third-party sources, MoonLake’s internal research and industry experience, and are based on assumptions made by MoonLake based on such data and its knowledge of the industry and market, which Helix and MoonLake believe to be reasonable.

We believe that the third-party data set forth in this proxy statement is reliable and based on reasonable assumptions. This information, to the extent it contains estimates or projections involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates or projections. The industry in which MoonLake operates is subject to risks and uncertainties and are subject to change based on various factors, including those set forth under the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Emerging Growth Company and Smaller Reporting Company

We are 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”). As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO (that is, December 31, 2025), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30.

Risk Factors Summary

In evaluating the proposals to be presented at the extraordinary general meeting, a shareholder should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

Below is a summary of some of the risks we face.

•        MoonLake has a limited operating history, has not initiated, conducted or completed any clinical trials, and has no products approved for commercial sale.

•        MoonLake has incurred losses since inception, and it expect to incur significant losses for the foreseeable future and may not be able to achieve or sustain profitability in the future. MoonLake has not generated any revenue from SLK and may never generate revenue or become profitable. In MoonLake’s unaudited condensed consolidated financial statements as of and for the period ended September 30, 2021 and MoonLake’s audited financial statements for the period ended June 30, 2021, MoonLake concluded that there is substantial doubt about its ability to continue as a going concern. MoonLake will need to raise additional capital to finance its operations, which MoonLake may not be able to do on acceptable terms or at all.

•        If MoonLake is unable to raise such capital when needed, or on acceptable terms, it may be forced to delay, reduce and/or eliminate one or more of development programs or future commercialization efforts.

•        MoonLake’s business relies on certain licensing rights that can be terminated in certain circumstances. If MoonLake breaches the agreement, or if it is unable to satisfy its diligence obligations, under which it licenses rights to SLK from MHKDG, it could lose the ability to develop and commercialize SLK.

•        MoonLake has never successfully completed the regulatory approval process for any of its product candidates and it may be unable to do so for any product candidates it acquires or develops.

•        MoonLake is substantially dependent on the success of SLK, and its anticipated clinical trials of SLK may not be successful.

•        The results of preclinical testing and early clinical trials may not be predictive of the success of MoonLake’s later clinical trials, and the results of its clinical trials may not satisfy the requirements of the U.S. Food and Drug Administration (“FDA”), the European Medicines Agency (“EMA”), or other comparable foreign regulatory authorities.

•        Preclinical and clinical development involves a lengthy and expensive process with uncertain outcomes, and results of earlier studies and trials may not be predictive of future clinical trial results.

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•        Preliminary, interim data from MoonLake’s clinical trials that it announces or publishes may change as more patient data become available and are subject to audit and verification procedures.

•        The ongoing COVID-19 pandemic may adversely affect Helix’s and MoonLake’s ability to consummate the Business Combination.

•        Public health crises such as pandemics or similar outbreaks have affected and could continue to seriously and adversely affect MoonLake’s preclinical studies and anticipated clinical trials, business, financial condition and results of operations.

•        MoonLake faces substantial competition, which may result in others discovering, developing, licensing or commercializing products before or more successfully than MoonLake does.

•        The regulatory approval processes of the FDA, EMA, and other comparable foreign regulatory authorities are complex, time-consuming and inherently unpredictable. If MoonLake is not able to obtain, or if there are delays in obtaining, required regulatory approvals for SLK, it may not be able to commercialize, or may be delayed in commercializing, SLK, and its ability to generate revenue will be materially impaired.

•        MoonLake is dependent on its key personnel and anticipates hiring new key personnel. If MoonLake is not successful in attracting and retaining qualified personnel, it may not be able to successfully implement its business strategy.

•        MoonLake currently relies, and plans to rely in the future, on third parties to conduct and support its preclinical studies and clinical trials. If these third parties do not properly and successfully carry out their contractual duties or meet expected deadlines, MoonLake may not be able to obtain regulatory approval of or commercialize SLK.

•        MoonLake currently relies on third parties to produce and process SLK. Its business could be adversely affected if the third-party manufacturers fail to provide it with sufficient quantities of SLK or fail to do so at acceptable quality levels or prices.

•        MoonLake’s ability to protect its patents and other proprietary rights is uncertain, exposing it to the possible loss of competitive advantage.

•        MoonLake enjoys only limited geographical protection with respect to certain patents and may not be able to protect its intellectual property rights throughout the world.

•        The price of Helix’s stock may be volatile, and you could lose all or part of your investment.

•        Directors and officers of Helix have potential conflicts of interest in recommending that Helix’s shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF HELIX

The following table sets forth summary historical financial information derived from Helix’s (i) unaudited financial statements included elsewhere in this proxy statement as of September 30, 2021 and for the three and nine month periods then ended (as restated) and (ii) audited financial statements included elsewhere in this proxy statement as of December 31, 2020 and for the period from August 13, 2020 (inception) through December 31, 2020 (as restated). You should read the following summary financial information in conjunction with the section entitled “Helix Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Helix’s financial statements and related notes appearing elsewhere in this proxy statement.

Helix has neither engaged in any operations nor generated any revenue to date. Helix’s only activities from inception through the record date were organizational activities and those necessary to complete its IPO and identify a target company for an initial business combination. Helix does not expect to generate any operating revenue until after the completion of the Business Combination.

Summary Historical Financial Information — Helix

 

As of
September 30,
2021

 

As of
December 31,
2020

   

(Unaudited)
(Restated)

 

(Restated)

Balance Sheet Data:

 

 

 

 

 

 

 

 

Total current assets

 

$

1,206,793

 

 

$

1,618,981

 

Total assets

 

$

116,247,146

 

 

$

116,633,898

 

Total current liabilities

 

$

2,059,078

 

 

$

125,183

 

Deferred underwriting commissions in connection with the initial public offering

 

$

4,025,000

 

 

$

4,025,000

 

Total liabilities

 

$

6,084,078

 

 

$

4,150,183

 

Class A Ordinary Shares subject to possible redemption, 11,500,000 shares at $10.00 per share as of September 30, 2021 and December 31, 2020

 

$

115,000,000

 

 

$

115,000,000

 

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 430,000 shares issued and outstanding (excluding 11,500,000 shares subject to redemption) as of September 30, 2021 and December 31, 2020

 

$

43

 

 

$

43

 

Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020.

 

 

288

 

 

 

288

 

Total shareholders’ deficit

 

$

(4,836,932

)

 

$

(2,516,285

)

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For the
nine months ended
September 30,
2021

 

For the
Period From August 13,
2020
(inception)
through
December 31,
2020

   

(Unaudited)
(Restated)

 

(Restated)

Statement of Operations Data:

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,320,649

)

 

$

(90,838

)

Weighted average redeemable Class A ordinary shares outstanding, basic and diluted

 

 

11,930,000

 

 

 

6,232,090

 

Basic and diluted net loss per share, redeemable Class A ordinary shares

 

$

(0.16

)

 

$

(0.01

)

Weighted average non-redeemable Class B ordinary shares outstanding, basic and diluted

 

 

2,875,000

 

 

 

2,965,896

 

Basic and diluted net loss per share, Class B non-redeemable

 

$

(0.16

)

 

$

(0.01

)

Statement of Cash Flows Data:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(249,109

)

 

$

(316,692

)

Net cash used in investing activities

 

 

 

 

 

(115,000,000

)

Net cash provided by (used in) financing activities

 

$

(58,063

)

 

 

116,652,616

 

Supplemental disclosure of noncash activities:

 

 

 

 

 

 

 

 

Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

 

 

 

 

 

$

20,000

 

Offering costs paid through promissory note – related party

 

 

 

 

 

$

58,063

 

Deferred underwriting fee payable

 

 

 

 

 

$

4,025,000

 

Initial classification of Class A ordinary shares subject to possible redemption

 

 

 

 

 

$

107,569,550

 

Change in value of Class A ordinary shares subject to possible redemption

 

$

(228,620

)

 

$

(85,840

)

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF MOONLAKE

The following summary financial data is only a summary of MoonLake’s financial statements and should be read in conjunction with MoonLake’s financial statements and related notes and “MoonLake Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere in this proxy statement. MoonLake’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for the full fiscal year. The following summary statement of operations data and statement of cash flows data for the period from March 10, 2021 (date of inception) to September 30, 2021, and balance sheet data as of September 30, 2021, have been derived from MoonLake’s financial statements included elsewhere in the proxy statement. MoonLake was incorporated on March 10, 2021 and therefore no comparative information has been presented as of or for the period ended September 30, 2020.

in $

 

Period from March 10 to September 30, 2021

Statement of Operations Data:

 

 

 

 

Loss from operations

 

$

(36,234,227

)

Other expenses

 

$

(25,839

)

Net loss

 

$

(36,260,066

)

Basic and diluted net loss per Common share

 

$

(70.56

)

Weighted-average number of Common shares

 

 

513,922

 

Statement of Cash Flows:

 

 

 

 

Net cash flow used in operating activities

 

$

(27,723,178

)

Net cash flow used in financing activities

 

$

(32,332

)

Net cash flow provided by financing activities

 

$

28,264,076

 

in $

 

September 30, 2021

Balance Sheet:

 

 

 

 

Total assets

 

$

647,867

 

Total liabilities

 

$

3,752,107

 

Total shareholders’ deficit

 

$

(3,104,240

)

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information gives effect to the Business Combination and the other transactions contemplated by the Business Combination, as described more fully in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” It is being provided for illustrative purposes only and should not be considered an indication of the results of operations or balance sheet of MoonLake following the Business Combination.

The summary unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of Helix as of September 30, 2021 with the historical balance sheet of MoonLake as of September 30, 2021, giving pro forma effect to the Business Combination and the PIPE, as if they had occurred as of September 30, 2021.

The summary unaudited pro forma condensed combined statement of operations for the nine month period ended September 30, 2021 combines the historical statement of operations of Helix for the nine month period ended September 30, 2021, and the historical statement of operations of MoonLake for the period from March 10, 2021 (inception) to September 30, 2021, giving pro forma effect to the Business Combination and the PIPE as if they had occurred on January 1, 2021, the beginning of the earliest period presented in this proxy statement.

This summary information should be read together with the unaudited condensed consolidated MoonLake financial statements (including the related notes) as of and for the period ended September 30, 2021 and Helix’s unaudited condensed financial statements and related notes as of and for the period ended September 30, 2021, “MoonLake Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Helix Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement.

References to the “Combined Company” in this section are to MoonLake Immunotherapeutics following the consummation of the transactions contemplated by the Business Combination Agreement.

The unaudited pro forma condensed combined financial information excludes certain transactions which are not contractually linked nor contingent upon the Closing of the Business Combination. These include:

•        999 MoonLake Common Shares and 5,550 options to acquire 5,550 MoonLake Common Shares were issued and granted after September 30, 2021 under MoonLake’s Employee Share Participation Plan and MoonLake’s Employee Stock Option Plan, of which 1,665 options have been forfeited and 3,885 options remain outstanding; and

•        21,812 MoonLake Common Shares which have not been issued but have been approved for future equity grants under MoonLake’s Employee Share Participation Plan and MoonLake’s Employee Stock Option Plan.

The unaudited pro forma condensed combined financial information has been prepared assuming no exchange of the 490,725 outstanding MoonLake Common Shares held by the ML Parties (other than the BVF Shareholders), giving pro forma effect to the Business Combination as if it had occurred as of September 30, 2021, into 16,507,350 Class A Ordinary Shares and it does not take into account MoonLake’s exercise of its call option to acquire 57,756 MoonLake Common Shares from Arnout Ploos van Amstel on December 13, 2021 and re-allocation of such shares under MoonLake’s Employee Share Participation Plan and MoonLake’s Employee Stock Option Plan. The unaudited pro forma condensed combined financial information reflects the 29.15% and 36.57% direct ownership of the ML Parties (other than BVF Shareholders) as non-controlling interest in the Combined Company under the no redemptions and maximum redemptions scenarios, respectively. In the event that all 490,725 outstanding MoonLake Common Shares held by the ML Parties (other than the BVF Shareholders), giving pro forma effect to the Business Combination as if it had occurred as of September 30, 2021, are exchanged, the non-controlling interest would be reclassified to Class A Ordinary Shares and the number of Helix outstanding ordinary shares and corresponding voting rights will remain unchanged. The pro forma Combined Company earnings per share, or “EPS” calculation illustrates the potential impact on the basic and diluted EPS if the shares were exchanged — refer to section “4. Loss per share.”

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The unaudited pro forma condensed combined financial information has been prepared assuming two alternative scenarios regarding redemption of Helix shares into cash:

•        Scenario 1 — No Redemptions:    This presentation assumes that no Helix shareholders exercise redemption rights with respect to their Class A Ordinary Shares.

•        Scenario 2 — Maximum Redemptions:    This presentation assumes that Helix shareholders will exercise their redemption rights for all 11,500,000 issued and outstanding redeemable Class A Ordinary Shares which are classified as temporary equity measured at fair value. This will result in a reduction of approximately $115 million of total funds in Helix’s trust account as of September 30, 2021 assuming that MoonLake and the ML Parties waive the Minimum Cash Condition. The maximum redemptions are calculated based on a pre-closing condition in the Business Combination Agreement and a provision in the Existing MAA which provides that Helix may not consummate the Business Combination if redemptions of public shares would cause Helix to fail have at least $5,000,001 in net tangible assets immediately prior to or upon consummation of the Business Combination for the Business Combination. Therefore, Scenario 2 reflects the maximum redemptions that can occur for the Business Combination to close.

The foregoing scenarios are for illustrative purposes only as the actual number of redemptions by Helix’s public shareholders is unknowable prior to the deadline for the exercise of redemption rights with respect to Class A Ordinary Shares (which is two business days before the initial date of the extraordinary general meeting). Accordingly, the actual financial position and results of operations may differ significantly from the pro forma amounts presented herein.

 

Pro Forma Combined

   

Assuming
No Redemptions

 

Assuming
Maximum
Redemptions

Summary Unaudited Pro Forma Condensed Combined Statements of Operations Data

 

 

 

 

 

 

 

 

Nine months ended September 30, 2021

 

 

 

 

 

 

 

 

Net loss

 

$

(39,100,195

)

 

$

(39,100,195

)

Net loss per share attributable to Class A Ordinary Shares shareholders – basic and diluted

 

$

(0.62

)

 

$

(0.74

)

Weighted average ordinary shares used to compute net loss per share attributable to Class A Ordinary Shares shareholders – basic and diluted

 

 

44,806,284

 

 

 

33,306,284

 

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data