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United States securities and exchange commission logo
January 12, 2022
Bihua Chen
Chief Executive Officer
Helix Acquisition Corp.
c/o Cormorant Asset Management, LP
200 Clarendon Street, 52nd Floor
Boston, MA 02116
Re: Helix Acquisition
Corp.
Amendment No. 1 to
Preliminary Proxy Statement on Schedule 14A
Filed December 16,
2021
File No. 001-39630
Dear Ms. Chen:
We have reviewed your amended filing and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Selected Biopharma Public Companies, page 144
1. We note your revisions
in response to prior comment 12 and reissue in part. Please
disclose whether any
companies meeting the selection criteria were excluded from the
analyses.
Certain Projected Financial Information, page 145
2. We note your references
to market research reports and data prepared by Decision
Resources Group. Please
tell us whether you commissioned any third party reports for use
in connection with this
transaction. If so, please tell us what consideration you gave to
providing the
information required by Item 14(b)(6) of Schedule 14A.
3. We note your revisions
in response to prior comment 13 and have the following
Bihua Chen
FirstName LastNameBihua Chen
Helix Acquisition Corp.
Comapany
January 12,NameHelix
2022 Acquisition Corp.
January
Page 2 12, 2022 Page 2
FirstName LastName
comments:
We note your disclosure that you risk-adjusted your cash flows
by multiplying the
non-adjusted cash flows with the estimated probability of such
cash flows occurring,
and such probabilities were based on MoonLake management's
internal estimates and
assumed an 81% probability for successful completion of Phase 2
studies and an 81%
probability for successful completion of Phase 3 studies
following positive Phase 2
data. Please revise to disclose how MoonLake management arrived
at these
probabilities and determined that they were reasonable, including
whether the
probabilities are consistent with the industry average for
successful completion of
these phases and explain any differences between MoonLake and the
industry
average. Please also revise to discuss the risk that the assumed
probabilities of
successful completion may be unrealistic given the
unpredictability of drug
development.
It appears that MoonLake applied the same regulatory success
rate for SLK in each of
the four indications. If that is true, please revise to explain
why.
We note that MoonLake assumed a commercial launch of SLK in
2026 for all four
indications. Please revise to disclose if the assumption was
limited to commercial
launch in the U.S. If not, please disclose the other
jurisdictions and the assumed
regulatory approval date for each of the four indications in
those jurisdictions.
We note that Helix compared MoonLake s forecasts against
published ranges for
disease prevalence and made its own assumptions. Please disclose
the sources of
those published ranges, Helix's assumptions on disease prevalence
for each of the
four indications, how Helix arrived at those assumptions and how
Helix determined
that those assumptions were reasonable.
Please provide an estimated net income (loss) amount.
Business of MoonLake, page 183
4. We note your revisions in response to prior comment 14. Please revise
your disclosure to
remove the references to "clinical effect" on page 183 and "clinical
benefit" on pages 53,
138, 183, and 212. Safety and efficacy are determinations that are
solely within the
authority of the U.S. Food and Drug Administration (FDA) or similar
foreign regulators.
You may present clinical trial end points and objective data resulting
from trials without
concluding efficacy. Please revise these and similar statements here
and throughout the
document.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Bihua Chen
Helix Acquisition Corp.
January 12, 2022
Page 3
You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jordan Nimitz at 202-551-6001 or Ada D. Sarmento at 202-551-3798 with
any other
questions.
Sincerely,
FirstName LastNameBihua Chen
Division of
Corporation Finance
Comapany NameHelix Acquisition Corp.
Office of Life
Sciences
January 12, 2022 Page 3
cc: Joel Rubinstein, Esq.
FirstName LastName