0001213900-22-041495 | S-1/A | XBRL Viewer | Moonlake Immunotherapeutics

(90,838)

Balance at Dec. 31, 2020

(2,516,285)

Balance (in Shares) at Mar. 31, 2021

(76,291)

Balance at Mar. 31, 2021

$ 43

$ 288

(2,592,905)

(2,592,574)

430,000

2,875,000

Balance at Dec. 31, 2020

(2,516,285)

Balance (in Shares) at Dec. 31, 2021

(4,542,654)

Balance at Dec. 31, 2021

$ 43

$ 288

$ 72,466

(7,059,268)

(7,058,937)

$ 38,537

^[1]

$ 42,061,984

$ (53,643,615)

$ (6,202)

$ (168,177)

$ (11,645,007)

430,000

2,875,000

680,196

361,528

^[1]

(57,756)

Balance at Mar. 09, 2021

$ 106,507

^[1]

$ 106,507

Balance (in Shares) at Mar. 09, 2021

1,000,000

^[1]

Issuance of Class B ordinary shares to Sponsor (in Shares)

99,000

Share-based compensation expense related to the transfer of 99,000 Common Shares to Merck KGaA, Darmstadt, Germany, and subsequent conversion into Series A Preferred Shares

$ 10,544

$ (10,544)

^[1]

4,851,000

$ 4,851,000

Share-based compensation expense related to the transfer of 99,000 Common Shares to Merck KGaA, Darmstadt, Germany, and subsequent conversion into Series A Preferred Shares (in Shares)

99,000

(99,000)

^[1]

Transfer of 571,000 existing Common Shares to new shareholders as part of a capital contribution (net of share issuance cost of USD 279,364), and subsequent conversion into Series A Preferred Shares

$ 60,816

$ (60,816)

^[1]

27,659,237

Transfer of 571,000 existing Common Shares to new shareholders as part of a capital contribution (net of share issuance cost of USD 279,364), and subsequent conversion into Series A Preferred Shares (in Shares)

571,000

(571,000)

^[1]

Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors

$ 1,106

498,838

499,944

Preferred Shares purchased by a director following his appointment as chairman of the Board of Directors (in Shares)

10,196

Share-based compensation granted under the equity incentive plan ESPP and reverse vesting of Restricted Founder Shares

$ 3,390

^[1]

9,052,909

9,056,299

Share-based compensation granted under the equity incentive plan ESPP and reverse vesting of Restricted Founder Shares (in Shares)

^[1]

31,528

Repurchase of 57,756 Common Shares following the resignation of a co-founder

$ (6,202)

(6,202)

Repurchase of 57,756 Common Shares following the resignation of a co-founder (in Shares)

(57,756)

Other comprehensive income (loss)

(53,643,615)

(168,177)

Balance at Dec. 31, 2021

$ 43

$ 288

$ 72,466

(7,059,268)

(7,058,937)

$ 38,537

^[1]

42,061,984

(53,643,615)

$ (6,202)

(168,177)

(11,645,007)

Balance (in Shares) at Dec. 31, 2021

430,000

2,875,000

680,196

361,528

^[1]

(57,756)

Share-based compensation granted under the equity incentive plan ESPP and reverse vesting of Restricted Founder Shares

1,988,871

$ 3,791

1,992,662

Share-based compensation granted under the equity incentive plan ESPP and reverse vesting of Restricted Founder Shares (in Shares)

35,000

Shares no longer subject to redemption

(2,703,721)

(15,880,142)

$ 342

34,157,345

34,157,687

Shares no longer subject to redemption (in Shares)

3,419,355

Other comprehensive income (loss)

266,269

Balance at Mar. 31, 2022

$ 385

$ 288

$ 72,466

$ 34,157,345

$ (9,762,989)

$ 24,395,029

$ 38,537

$ 44,050,855

$ (69,523,757)

$ (2,411)

$ 98,092

$ (25,266,218)

Balance (in Shares) at Mar. 31, 2022

3,849,355

2,875,000

680,196

361,528

(22,756)

[1]	57,756 Common Shares have been repurchased following the resignation of a co-founder and are held in treasury.

Condensed Consolidated Statement of Changes in Shareholders’ Deficit (Unaudited) (Parentheticals) - USD ($)	5 Months Ended	10 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Share-based compensation expense		99,000
Transfer of Common Shares		571,000
Net of share issuance cost (in Dollars)		$ 279,364
Repurchase of Common shares		57,756
Helix Acquisition Corp.
Net of underwriting discounts and offering costs	11,500,000
Sale of Private Placement Shares	430,000

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended			5 Months Ended	10 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (15,880,142)				$ (53,643,615)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,488				4,971
Share-based payment	1,988,871				13,903,909
Net periodic pension benefit cost for the qualified pension plan	77,087				71,685
Other non-cash items	4,876				3,635
Changes in operating assets and liabilities:
Purchase of property and equipment	(16,010)				(50,710)
Net cash flow used in investing activities	(16,010)				(50,710)
Other receivables	(432,799)				(148,774)
Trade and other payables	2,247,274				1,569,290
Accrued expenses and other current liabilities, excl. capital tax	(1,345,669)				4,512,801
Prepaid expenses	(847,950)				(1,449,096)
Net cash flow used in operating activities	(14,185,964)				(35,175,194)
Cash Flows from Financing Activities:
Issuance of Common Shares at incorporation					106,507
Issuance of Series A Preferred Shares, net					28,159,181
Grants of additional Shares under ESPP	3,791				3,390
Proceeds from short-term loans	15,000,000				15,000,000
Treasury Shares repurchase					(6,202)
Net Cash Provided by (Used in) Financing Activities	15,003,791				43,262,876
Effect of movements in exchange rates on cash held	(6,504)				1,873
Net change in cash	795,313				8,038,845
Cash, beginning of period	8,038,845
Cash, end of period	8,834,158	$ 8,038,845			8,038,845	$ 8,038,845
Non-cash investing and financing activities:
Deferred underwriting fee payable	4,025,000
Helix Acquisition Corp.
Cash Flows from Operating Activities:
Net loss	(2,703,721)	(4,542,654)	$ (76,291)	$ (90,838)		(4,542,654)
Changes in operating assets and liabilities:
Investment of cash into Trust Account				(115,000,000)
Net cash flow used in investing activities				(115,000,000)
Interest earned on investments held in Trust Account	(8,431)		(17,815)	(14,917)		(27,691)
Payment of formation costs through issuance of Class B ordinary shares				5,000
Proceeds from promissory note – related party	150,000
Net Change in Unrestricted Cash	(643,454)		(165,858)
Unrestricted Cash – Beginning	666,790		1,335,924			1,335,924
Unrestricted Cash – Ending	23,336		1,170,066
Capital Contributions – PIPE	101,000,000
Net Cash Provided by (Used in) Financing Activities	101,000,000
Prepaid expenses	(9,000)		(6,569)	(283,057)		156,141
Accrued expenses	1,927,698		(7,120)	67,120		3,803,133
Net cash flow used in operating activities	(793,454)		(107,795)	(316,692)		(611,071)
Cash Flows from Financing Activities:
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid				112,700,000
Proceeds from sale of Private Placement Shares				4,300,000
Repayment of promissory note – related party			(58,063)			(58,063)
Payment of offering costs				(347,384)
Net Cash Provided by (Used in) Financing Activities	150,000		(58,063)	116,652,616		(58,063)
Net change in cash	101,000,000			1,335,924		(669,134)
Restricted Cash – Beginning
Restricted Cash – Ending	101,000,000
Cash, beginning of period	666,790		1,335,924			1,335,924
Cash, end of period		666,790		1,335,924	666,790	666,790
Non-cash investing and financing activities:
Offering costs paid by Sponsor included in accrued offering costs				20,000
Offering costs paid through promissory note				58,063
Deferred underwriting fee payable				4,025,000
Accretion of Class A ordinary shares to redemption amount				$ (6,750,445)
Share redemption liability	80,842,313
Short-term loan receivables	$ 15,000,000

Description of Organization and Business Operations	3 Months Ended	10 Months Ended	12 Months Ended
Description of Organization and Business Operations	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Description of Organization and Business Operations [Line Items]
Description of Organization and Business Operations	Note 1 — Description of business Corporate information MoonLake Immunotherapeutics AG (the “Company” or “MoonLake” or “we”) is a clinical-stage biopharmaceutical company engaged in leveraging Nanobody® technology to develop next-level medicines for immunologic diseases, including inflammatory skin and joint diseases. The Company focuses on developing its novel tri-specific Nanobody® Sonelokimab (“SLK”), an IL-17A and IL-17F inhibitor, in multiple inflammatory diseases in dermatology and rheumatology where the pathophysiology is known to be driven by IL-17A and IL-17F. MoonLake Immunotherapeutics AG is a Swiss stock corporation (Aktiengesellschaft) incorporated on March 10, 2021, and registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536. On July 9, 2021, the Company established a wholly-owned subsidiary, MoonLake Immunotherapeutics Ltd., in the United Kingdom, primarily to coordinate and conduct research and development activities required for SLK. Business Combination Agreement with Helix On October 4, 2021, the Company entered into a Business Combination Agreement (as may be amended and restated from time to time, the “Business Combination Agreement” or the “Business Combination”), with Helix Acquisition Corp., a blank check special purpose acquisition company incorporated as a Cayman Islands exempted company on August 13, 2020 (“Helix”), the existing securityholders of the Company (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. Two business days before the completion of the Business Combination contemplated by the Business Combination Agreement, the ML Parties and the Company will effectuate a restructuring of the share capital of the Company, pursuant to which the existing Series A Preferred Shares of the Company will be converted into an equal number of Common Shares of the Company, such that the ML Parties will hold a single class of Company Shares. Following the Closing, (i) the ML Parties, except for Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (together the “BVF Shareholders”), will retain their equity interests in the Company and will receive a number of non-economic voting shares in Helix determined by multiplying the number of Company Common Shares held by them immediately prior to the Closing by the Exchange Ratio (as defined below); (ii) the BVF Shareholders will assign all of their Company Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Helix class A ordinary shares equal to the product of such number of assigned Company Common Shares and the Exchange Ratio; and (iii) Helix will receive a controlling equity interest in the Company in exchange for a cash investment. The Exchange Ratio is the quotient obtained by dividing (a) 360,000,000 by (b) the fully diluted shares of the Company prior to the Closing by (c) 10. Substantially all of the assets and business of the Company and Helix will be held by the Company as the operating entity following the Closing. At the Closing, Helix will change its name to “MoonLake Immunotherapeutics.” The Business Combination has been approved by the Boards of Directors of each of MoonLake and Helix, and the completion (the “Closing” and the date of Closing, the “Closing Date”) has occurred on April 5, 2022. Further details are provided in Note 13 — subsequent events. Liquidity and going concern The Company has funded its operations to date principally through proceeds received from the sale of Common Shares and Series A Preferred Shares, from a loan agreement contracted with the BVF Shareholders and from a convertible loan agreement contracted with Cormorant Private Healthcare Fund IV. L.P. (“Cormorant”). Since incorporation, the Company has incurred a loss of USD 69.5 million primarily due to the acquisition of an in-licensing agreement which was recorded as an expense and to research and development activities related to SLK. As of March 31, 2022, the Company’s current liabilities exceeded its current assets by USD 25.3 million and had USD 8.8 million of unrestricted cash. MoonLake has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales. MoonLake expects to incur significant expenses and operating losses for at least the next five years, assuming it commences and then continues the clinical development of, and seeks regulatory approval for, its product candidate under an in-licensing agreement. It is expected that operating losses will fluctuate significantly from year to year due to timing of clinical development programs and efforts to achieve regulatory approval. On October 4, 2021, MoonLake announced that it entered into a Business Combination Agreement with Helix to raise additional capital. On October 15, 2021, MoonLake entered into a loan agreement with the BVF Shareholders, pursuant to which Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. loaned USD 8,139,000, USD 5,946,000, and USD 915,000, respectively (USD 15,000,000 in aggregate), for the financing of general corporate purposes of MoonLake, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loans are interest-free and must be repaid by MoonLake prior to the earlier of (i) as soon as practicable after the closing date of the Business Combination, but no later than two (2) business days, and (ii) June 30, 2022 (the “Maturity Date”). The loans may be repaid in whole or in part by MoonLake at any time on or prior to the Maturity Date. As of the date hereof, the entire principal loan amount has been repaid (refer to Note 13 — subsequent events). On February 20, 2022, the Company entered into a convertible loan agreement with Cormorant, Helix and the BVF Shareholders, pursuant to which Cormorant grants the Company a loan $15,000,000, for the financing of general corporate purposes of the Company, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loan is interest-free and subordinated to all current and future claims of the Company, but ranks senior to existing and future unsecured subordinated obligations of the Company. The loan must be repaid by the Company prior to the earlier of (i) as soon as practicable after the Closing of the Business Combination with Helix, but no later than two business days, and (ii) June 30, 2022. As of the date hereof, the entire principal loan amount has been repaid (refer to Note 13 — subsequent events). On April 5, 2022 the Company has announced the successful closing of the Business Combination and the total funding raised amount to USD 134.7 million (net of transaction related expenses). MoonLake has sufficient capital to fund its operations through at least the next twelve months. We expect to continue to incur net operating losses for at least the next several years, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will continue to increase. We expect our expenses and capital requirements will increase significantly in connection with our ongoing activities as we continue to: • contract with third parties to support clinical trials related to SLK; • conduct our research and development activities related to SLK; • attract, hire and retain additional management, scientific and administrative personnel; • maintain, protect and expand our intellectual property (“IP”) portfolio, including patents, trade secrets and know how; • implement operational, financial and management information systems; and • operate as a public company after the Closing of the Business Combination. We will require substantial additional funding to develop our product candidate and support our continuing operations. Until such time that we can generate significant revenue from product sales or other sources, if ever, we expect to finance our operations through the sale of equity, debt financings, or other capital sources, which could include income from collaborations, strategic partnerships, or marketing, distribution, licensing or other strategic arrangements with third parties, or from grants. If MoonLake is unable to acquire additional capital or resources, it will be required to modify its operational plans to fund its operating expense requirements. The accompanying unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern. Coronavirus pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic which continues to evolve. The impact of COVID-19 on the Company’s business, operations and development timelines has been limited considering the recent incorporation of the Company. However, the future impact of COVID-19 on the Company’s business is uncertain. The Company will continue to actively monitor the evolving situation related to COVID-19 and may take further actions that alter the Company’s operations, including those that may be required by Switzerland federal, cantonal or local authorities, or that the Company determines are in the best interests of the Company’s employees and other third parties with whom the Company does business. At this point, the extent to which COVID-19 may affect the Company’s future business, operations and development timelines and plans, including the resulting impact on expenditures and capital needs, remains uncertain and the Company may experience disruptions, including: • interruption of or delays in receiving supplies from the third parties the Company relies on; • limitations on the Company’s business operations by the Swiss federal, cantonal and/or local authorities; • limitations on the Company’s and contracted third party clinical research organization’s ability to progress with the clinical studies; • business disruptions caused by workplace, laboratory and office closures and an increased reliance on employees working from home, travel limitations, cybersecurity and data accessibility limits, or communication disruptions; and • limitations on employee resources that would otherwise be focused on the conduct of the Company’s activities, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people.	Note 1 — Description of business Corporate information MoonLake Immunotherapeutics AG (the “Company” or “MoonLake” or “we”) is a clinical-stage biopharmaceutical company engaged in leveraging Nanobody® technology to develop next-level medicines for immunologic diseases, including inflammatory skin and joint diseases. The Company focuses on developing its novel tri-specific Nanobody® Sonelokimab (“SLK”), an IL-17A and IL-17F inhibitor, in multiple inflammatory diseases in dermatology and rheumatology where the pathophysiology is known to be driven by IL-17A and IL-17F. MoonLake Immunotherapeutics AG is a Swiss stock corporation (Aktiengesellschaft) incorporated on March 10, 2021, and registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536. On July 9, 2021, the Company established a wholly-owned subsidiary, MoonLake Immunotherapeutics Ltd., in the United Kingdom, primarily to coordinate and conduct research and development activities required for SLK. Business Combination Agreement with Helix On October 4, 2021, the Company entered into a Business Combination Agreement (as may be amended and restated from time to time, the “Business Combination Agreement” or the “Business Combination”), with Helix Acquisition Corp., a blank check special purpose acquisition company incorporated as a Cayman Islands exempted company on August 13, 2020 (“Helix”), the existing securityholders of the Company (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. One business day before the completion (the “Closing” and the date of Closing, the “Closing Date”) of the Business Combination contemplated by the Business Combination Agreement, the ML Parties and the Company will effectuate a restructuring of the share capital of the Company, pursuant to which the existing Series A Preferred Shares of the Company will be converted into an equal number of Common Shares of the Company, such that the ML Parties will hold a single class of Company Shares. Following the Closing, (i) the ML Parties, except for Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (together the “BVF Shareholders”), will retain their equity interests in the Company and will receive a number of non-economic voting shares in Helix determined by multiplying the number of Company Common Shares held by them immediately prior to the Closing by the Exchange Ratio (as defined below); (ii) the BVF Shareholders will assign all of their Company Common Shares to Helix and Helix will issue to the BVF Shareholders an aggregate number of Helix class A ordinary shares equal to the product of such number of assigned Company Common Shares and the Exchange Ratio; and (iii) Helix will receive a controlling equity interest in the Company in exchange for a cash investment. The Exchange Ratio is the quotient obtained by dividing (a) 360,000,000 by (b) the fully diluted shares of the Company prior to the Closing by (c) 10. Substantially all of the assets and business of the Company and Helix will be held by the Company as the operating entity following the Closing. At the Closing, Helix will change its name to “MoonLake Immunotherapeutics.” The Business Combination has been approved by the Boards of Directors of each of MoonLake and Helix. The Closing is expected to occur early in the second quarter of 2022, following the receipt of the required approval by the Company’s and Helix’s shareholders and the satisfaction of certain other customary closing conditions. Liquidity and going concern The Company has funded its operations to date principally through proceeds received from the sale of Common Shares and Series A Preferred Shares and a loan agreement contracted with the BVF Shareholders. Since incorporation, the Company has incurred a loss of USD 53.6 million primarily due to the acquisition of an in-licensing agreement which was recorded as an expense. As of December 31, 2021, the Company’s current liabilities exceeded its current assets by USD 11.5 million and had USD 8.0 million of unrestricted cash. We anticipate our immediate future capital requirements will increase substantially as we: • contract with third parties to support clinical trials related to SLK; • conduct our research and development activities related to SLK; • attract, hire and retain additional management, scientific and administrative personnel; • maintain, protect and expand our intellectual property (“IP”) portfolio, including patents, trade secrets and know how; • implement operational, financial and management information systems; and • operate as a public company after the Closing of the Business Combination. MoonLake has no products approved for commercial sale, has not generated any revenue from product sales, and cannot guarantee when or if it will generate any revenue from product sales. MoonLake expects to incur significant expenses and operating losses for at least the next five years, assuming it commences and then continues the clinical development of, and seeks regulatory approval for, its product candidate under an in-licensing agreement. It is expected that operating losses will fluctuate significantly from year to year due to timing of clinical development programs and efforts to achieve regulatory approval. As a result, we will need additional capital to fund our operations, which we may obtain from additional equity or debt financings, collaborations, licensing arrangements, or other sources. If MoonLake is unable to acquire additional capital or resources, it will be required to modify its operational plans to fund its operating expense requirements for the next twelve months. This may include delaying the commencement of clinical development and reducing its general and administrative corporate costs. These factors raise substantial doubt about MoonLake’s ability to continue as a going concern. On October 4, 2021, MoonLake announced that it entered into a Business Combination Agreement with Helix to raise additional capital. Assuming no redemptions, the total funding that could be raised in connection with the Business Combination is approximately USD 216.3 million (net of estimated transaction related expenses). On October 15, 2021, MoonLake entered into a loan agreement with the BVF Shareholders, pursuant to which Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. loaned USD 8,139,000, USD 5,946,000, and USD 915,000, respectively (USD 15,000,000 in aggregate), for the financing of general corporate purposes of MoonLake, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loans are interest-free and must be repaid by MoonLake prior to the earlier of (i) as soon as practicable after the closing date of the Business Combination, but no later than two (2) business days, and (ii) June 30, 2022 (the “Maturity Date”). The loans may be repaid in whole or in part by MoonLake at any time on or prior to the Maturity Date. As of the date hereof, the entire principal loan amount remains outstanding. On February 20, 2022, and as further described in Note 14 — “Subsequent events” the Company entered into a convertible loan agreement with Cormorant Private Healthcare Fund IV, L.P. (“Cormorant”), Helix and the BVF Shareholders, pursuant to which Cormorant grants the Company a $15,000,000 loan for the financing of general corporate purposes of the Company, including product and technology development, operations, sales and marketing, management expenses, and salaries. Assuming the Business Combination is successfully completed, and assuming there are no redemptions, MoonLake expects it will have sufficient capital to fund its operations through at least the next twelve months. The accompanying consolidated financial statements have been prepared on a basis that assumes the Company is a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from any uncertainty related to its ability to continue as a going concern. Coronavirus pandemic In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic which continues to evolve. The impact of COVID-19 on the Company’s business, operations and development timelines has been limited considering the recent incorporation of the Company. However, the future impact of COVID-19 on the Company’s business is uncertain. The Company will continue to actively monitor the evolving situation related to COVID-19 and may take further actions that alter the Company’s operations, including those that may be required by Switzerland federal, cantonal or local authorities, or that the Company determines are in the best interests of the Company’s employees and other third parties with whom the Company does business. At this point, the extent to which COVID-19 may affect the Company’s future business, operations and development timelines and plans, including the resulting impact on expenditures and capital needs, remains uncertain and the Company may experience disruptions, including: • interruption of or delays in receiving supplies from the third parties the Company relies on; • limitations on the Company’s business operations by the Swiss federal, cantonal and/or local authorities; • limitations on the Company’s and contracted third party clinical research organization’s ability to progress with the clinical studies; • business disruptions caused by workplace, laboratory and office closures and an increased reliance on employees working from home, travel limitations, cybersecurity and data accessibility limits, or communication disruptions; and • limitations on employee resources that would otherwise be focused on the conduct of the Company’s activities, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people.
Helix Acquisition Corp.[Member]
Description of Organization and Business Operations [Line Items]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations MoonLake Immunotherapeutics (formerly known as Helix Acquisition Corp.) (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on August 13, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On April 5, 2022 (the “Closing Date”), MoonLake Immunotherapeutics, a Cayman Islands exempted company (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “Helix” and after the Closing Date, “MoonLake”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Business Combination Agreement dated October 4, 2021 (the “Business Combination Agreement”), by and among Helix, 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 AG”), the existing equity holders of MoonLake AG set forth on the signature pages to the Business Combination Agreement and the equityholders of MoonLake AG that executed joinders to the Business Combination Agreement (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 (such transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). In connection with the Closing, the registrant changed its name from Helix Acquisition Corp. to MoonLake Immunotherapeutics. The Business Combination Agreement provided for, among other things, the following transactions: (i) Two business days prior to the Closing Date, the ML Parties and MoonLake AG effectuated a restructuring of MoonLake AG’s share capital to, among other things, (x) convert the existing Series A preferred shares of MoonLake AG, par value of CHF 0.10 per share, into an equal number of common shares of MoonLake AG with a par value CHF 0.10 per share (the “MoonLake AG Common Shares”), such that the ML Parties held a single class of capital stock of MoonLake AG immediately prior to the Closing and (y) approve a capital increase for the issuance of 4,006,736 Class V Voting Shares of MoonLake AG, par value CHF 0.01 per share (“MoonLake AG Class V Voting Shares”), to Helix, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake AG Common Share (the “Restructuring”). (ii) At the Closing, 2,875,000 Class B Ordinary Shares of Helix, par value $0.0001 per share (the “Class B Ordinary Shares”), constituting all of the then-outstanding Class B Ordinary Shares, were 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. (iii) At the Closing, Helix amended and restated its existing memorandum and articles of association to, among other things, establish a share structure consisting of the Class A Ordinary Shares, which carry economic and voting rights, and Class C Ordinary Shares of Helix, par value $0.0001 per share (the “Class C Ordinary Shares”), which carry voting rights but no economic rights. (iv) On the Closing Date, Helix paid all unpaid transaction expenses and contributed $134,646,009 to MoonLake AG, including a $15,000,000 loan repayment that was assigned from Cormorant Asset Management LP to Helix on March 31, 2022. (v) On the Closing Date, following the Restructuring, Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. (collectively, the “BVF Shareholders”) assigned all of their MoonLake AG Common Shares to Helix and Helix issued to the BVF Shareholders 18,501,284 Class A Ordinary Shares. (vi) On the Closing Date, following the Restructuring, Helix issued 15,775,472 Class C Ordinary Shares to the ML Parties (other than the BVF Shareholders). Additionally, on the Closing Date, Helix issued to the PIPE Investors (as defined below) an aggregate of 11,700,000 Class A Ordinary Shares. The transactions set forth in the Business Combination Agreement constituted a “Business Combination” as contemplated by Helix’s amended and restated memorandum and articles of association. The material provisions of the Business Combination Agreement are described in Helix’s revised definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2022 (the “Proxy Statement”) in the section entitled “The Business Combination Proposal — The Business Combination Agreement” beginning on page 112. Investment Agreement On October 4, 2021, concurrently with the execution of the Business Combination Agreement, Helix, MoonLake AG and each of the ML Parties entered into an Investment Agreement (as amended, the “Investment Agreement”). Pursuant to the terms of the Investment Agreement, two business days prior to the Closing Date, the existing shareholders of MoonLake AG held an extraordinary shareholders meeting to (i) approve the conversion of MoonLake AG Series A Preferred Shares into MoonLake AG Common Shares, (ii) approve the increase of the nominal statutory capital of MoonLake AG through the issuance of the MoonLake AG Class V Voting Shares to Helix, (iii) waive such existing MoonLake AG shareholders’ subscription rights with respect to the nominal capital increase and the issuance of the MoonLake AG Class V Voting Shares to Helix, (iv) approve the amendment of MoonLake AG’s articles of association to reflect such conversion and capital increase, and (v) elect one director nominated by Helix. The foregoing description of the Investment Agreement is not complete and is qualified in its entirety by reference to the full text of the Investment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Subscription Agreements and PIPE Investment (Private Placement) On October 4, 2021, concurrently with the execution of the Business Combination Agreement, and subsequently on March 31, 2022 and April 4, 2022, Helix entered into subscription agreements (collectively, the “PIPE Subscription Agreements”) with certain investors (collectively, the “PIPE Investors,” which includes affiliates of the Sponsor and certain existing equityholders of MoonLake AG) pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,700,000 Class A Ordinary Shares (the “PIPE”), 11,600,000 shares of which were issued at a price of $10.00 per share for gross proceeds of $116,000,000, and 100,000 shares of which were issued to placement agents of the PIPE in satisfaction of an aggregate of $1,000,000 of fees owed by Helix to such placement agents. The PIPE Subscription Agreements contain customary representations and warranties of Helix, on the one hand, and each PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Business Combination Agreement. The PIPE was consummated substantially concurrent with the Closing of the Business Combination. The PIPE Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The foregoing description of the PIPE Subscription Agreements and the PIPE is not complete and is qualified in its entirety by reference to the full text of the forms of PIPE Subscription Agreements. Amended Sponsor Agreement On October 4, 2021, Helix, the Sponsor, and the officers and directors of Helix (the “Insiders”) entered into an amendment (the “Amended Sponsor Agreement”) to the letter agreement among the parties dated October 19, 2020. Pursuant to the Amended Sponsor Agreement, the Sponsor and Insiders (i) waived the anti-dilution and conversion price adjustments set forth in Helix’s existing amended and restated memorandum and articles of association with respect to the Helix Class B Ordinary Shares held by the Sponsor and Insiders and (ii) voted 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 stockholders. Business Prior to the Business Combination All activity for the three months ended March 31, 2022 and 2021, respectively, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, identifying a target company for a Business Combination and consummating the acquisition of MoonLake AG. The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020 the Company consummated the Initial Public Offering of 11,500,000 Class A Ordinary Shares (the “Public Shares”) at $10.00 per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 private placement shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”), generating gross proceeds of $4,300,000, which is described in Note 4. Transaction costs charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $425,447 of other offering costs. Following the closing of the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. Liquidity, Capital Resources and Going Concern As of March 31, 2022, the Company had approximately $101 million in its operating bank accounts and working capital deficit of approximately $5.8 million. The Company has incurred and expects to continue to incur significant costs in pursuit of its Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management addressed this issue with the consummation of the Business Combination agreement on April 5, 2022 with MoonLake AG and has raised sufficient capital for its operations. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15. “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Business Combination agreement will enable it to sustain operations for at least the next two years from the issuance date of these condensed financial statements. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued condensed financial statements has been alleviated.		NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Helix Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 13, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the year ended December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on October 19, 2020. On October 22, 2020 the Company consummated the Initial Public Offering of 11,500,000 Class A ordinary shares (the “Public Shares”) at $10.00 per Public Share, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 430,000 Private Placement Shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to Helix Holdings, LLC (the “Sponsor”), generating gross proceeds of $4,300,000, which is described in Note 4. Transaction costs charged to equity amounted to $6,750,447, consisting of $2,300,000 of underwriting fees, $4,025,000 of deferred underwriting fees and $425,447 of other offering costs. Following the closing of the Initial Public Offering on October 22, 2020, $115,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company provided the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Company will proceed with a Business Combination by seeking shareholder approval and will proceed if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote the Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares. The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the founder shares and Private Placement Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2021, the Company had approximately $0.7 million in its operating bank accounts and working capital deficit of approximately $3.1 million. Prior to the completion of the Initial Public Offering, the Company’s liquidity needs had been satisfied through a contribution of $25,000 from the Sponsor to cover for certain offering costs in exchange for the issuance of the Founder Shares, the loan of up to $300,000 from the Sponsor pursuant to a promissory note, and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until October 22, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 22, 2022.

Basis of Presentation and Significant Accounting Policies

3 Months Ended

10 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Basis of Presentation and Significant Accounting Policies [Line Items]

Basis of presentation and significant accounting policies

Note 2 — Basis of presentation and significant accounting policies

Basis of presentation

The unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiary after elimination of all intercompany balances and transactions. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements

should be read in conjunction with the audited financial statements for the period from March 10, 2021 (Inception) to December 31, 2021 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The December 31, 2021 balance sheet was derived from the Company’s audited financial statements.

These unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of Management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of March 31, 2022 and its results of operations and cash flows for the period ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. All US GAAP references relate to the Accounting Standards Codification (“ASC” or “Codification”) established by the Financial Accounting Standards Board (“FASB”) as the single authoritative source of US GAAP to be applied by non-governmental entities.

Certain reclassifications have been made to the historical presentation of MoonLake’s notes to the audited consolidated financial statements to conform to the newly implemented Chart of Accounts. Such reclassifications have not resulted in any difference to the Company’s audited financial information.

All amounts are presented in U.S. Dollar (“USD” or “$”), unless otherwise indicated. The term “Swiss franc” and “CHF” refer to the legal currency of Switzerland, unless otherwise indicated. Due to rounding, figures in the unaudited condensed consolidated financial statements and accompanying notes may not add up exactly to the sum given.

Significant accounting policies

The Company’s significant accounting policies are discussed in Note 2, Basis of preparation and significant accounting policies, in the notes to our audited financial statements for the period from March 10, 2021 (Inception) to December 31, 2021. There have been no significant changes to these policies that would have a material impact on the Company’s reported results and financial position.

Note 2 — Basis of presentation and significant accounting policies

Basis of presentation

The Company’s financial statements have been prepared under United States Generally Accepted Accounting Principles (“US GAAP”) since its inception and through December 31, 2021. All US GAAP references relate to the Accounting Standards Codification (“ASC” or “Codification”) established by the Financial Accounting Standards Board (“FASB”) as the single authoritative source of US GAAP to be applied by non-governmental entities.

On July 27, 2021, the Company consolidated its share capital on a 10:1 basis. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this share consolidation.

Use of estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses. The significant judgments, estimates and assumptions relevant to the Company relate to:

• Determining whether the in-process research and development expenditure (“IPR&D”) has an alternative future use (Note 3);

• Estimating the fair value of the portion of the aggregate purchase price relating to its own shares in connection with the acquisition of the in-license agreement (Note 9);

• Determining assumptions used in determining the fair value of share-based compensation (Note 11); and

• Estimating the recoverability of the deferred tax asset (Note 12).

The Company bases its judgments and estimates on various factors and information, which may include, but are not limited to, the Company’s forecasts and future plans, current economic conditions and observable market-based transactions of its own shares, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future results of operation may be affected.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. As of December 31, 2021, the Company only had cash and no cash equivalents. Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, and the Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed 100,000 Swiss Francs deposit protection limit. The Company has not experienced losses on any of these bank accounts and therefore management believes the Company is not exposed to significant risks.

Fair value measurements

The Company follows the guidance included in ASC 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There are three levels of inputs to fair value measurements:

• Level 1, meaning the use of quoted prices for identical instruments in active markets;

• Level 2, meaning the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and

• Level 3, meaning the use of unobservable inputs. Observable market data is used when available.

Transfers between Levels 1, 2 or 3 within the fair value hierarchy are recognized at the end of the reporting period when the respective transaction occurred.

Cash, short-term loans, accounts payable and accrued liabilities approximate their fair values as of December 31, 2021, due to their short-term nature. Pension plan assets fair value is determined based on Level 2 inputs.

Segment information

The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a stand-alone basis for the purposes of allocating resources, and assessing financial performance.

Property and equipment

Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of three to five years. As of December 31, 2021 property and equipment, net relates to computer equipment.

Share-based transaction

Goods or services received in a share-based payment transaction are measured using a fair value-based measure.

The Company measures and recognizes compensation expense for all share-based awards made to employees, non-employees and directors based on estimated fair values. The fair value of employee stock options is estimated on the date of grant using the Black-Scholes pricing model. Share-based compensation expense is reduced for forfeitures.

Foreign currency

The functional currency of the Company and its subsidiary is the U.S. dollar. Balances and transactions denominated in foreign currencies are converted as follows: monetary assets and liabilities are translated using exchange rates in effect at the balance sheet dates and non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses are translated at the daily exchange rate on the respective accounting date. The par value of the Company’s shares is measured using the historical exchange rate in effect at the date of issuance of the shares. In the event of share repurchase, the par value of the shares is measured using the spot exchange rate in effect on the date of the transaction.

Gains or losses from foreign currency translation are included in the consolidated statement of operations. The Company recognized foreign currency transaction loss of USD 59,660 for the period from March 10, 2021 (inception) to December 31, 2021 (“the period ended December 31, 2021”).

Income taxes

The Company accounts for income taxes by using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Net loss per share

Net loss per share is computed using the two-class method required for multiple classes of Common Shares and Series A Preferred Shares. Basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding during the period, adjusted for outstanding shares that are subject to repurchase. For the calculation of diluted net loss per share, basic net loss per share is adjusted by the effect of dilutive securities, including convertible shares and awards under the Company’s equity compensation plans. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive shares of Common Shares are not assumed to have been issued if their effect is anti-dilutive.

Acquisitions

The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first assessing whether substantially all of

the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The Company acquired the Sonelokimab program during the period ended December 31, 2021 and determined that substantially all of the fair value of the gross assets acquired related to IPR&D of SLK. Therefore, this transaction was accounted for as an asset acquisition.

IPR&D represents incomplete technologies that the Company acquires, which at the time of acquisition, are still under development and have no alternative future use. The fair value of such technologies is expensed upon acquisition. A technology is considered to have an alternative future use if it is probable that the Company will use the asset in its current, incomplete state as it existed at the acquisition date, in another research and development project that has not yet commenced, and economic benefit is anticipated from that use. If a technology is determined to have an alternative future use, then the fair value of the program would be recorded as an asset on the balance sheet rather than expensed.

Contingent consideration payments (for example milestone payments due upon the occurrence of a specific event) in asset acquisitions are recognized when the consideration is paid or becomes payable (unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the cost in the asset acquired). Upon recognition of the contingent consideration payment, the amount is expensed if it relates to IPR&D or capitalized if it relates to a developed product which is generally considered to be when clinical trials have been completed and regulatory approval obtained.

Future royalty payments due on net sales will be recognized in cost of goods sold when net sales are recognized.

Pension accounting

The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation — Retirement Benefits, which requires the recognition of the funded status of pension plans in the Company’s consolidated balance sheet. The liability in respect to defined benefit pension plans is the projected benefit obligation calculated annually by independent actuaries using the projected unit credit method. The projected benefit obligation (“PBO”) as of December 31, 2021 represents the actuarial present value of the estimated future payments required to settle the obligation that is attributable to employee services rendered before that date. Service costs for such pension plans, represented in the net periodic benefit cost, are included in the personnel expenses of the various functions where the employees are engaged. The other components of net benefit cost are included in the consolidated statement of operations separately from the service cost component, in “other expenses, net.” Plan assets are recorded at their fair value.

Gains or losses arising from plan curtailments or settlements are accounted for at the time they occur. Any net pension asset is limited to the present value of the future economic benefits available to the Company in the form of refunds from the plan or expected reductions in future contributions to the plan. Actuarial gains and losses arising from differences between the actual and the expected return on plan assets are recognized in accumulated other comprehensive loss.

Recent accounting pronouncements not yet adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840, Leases. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021 for non-public entities, with early adoption permitted. The Company has continued to account for the open-ended office lease agreement as an operating lease under the guidance prior to ASU 2016-02 through the consolidated statement of operations for the period ended December 31, 2021.

Basis of Presentation and Significant Accounting Policies [Line Items]

Basis of presentation and significant accounting policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on February 17, 2022, which contains the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the period ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. The Company had $101,000,000 and $0 restricted cash as of March 31, 2022 and December 31, 2021.

Proceeds Held in Trust Account

At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. Upon the closing of the Initial Public Offering and the Private Placement, the proceeds were placed in the Trust Account and invested in money market funds that invest in U.S. government securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

Share Redemption Liability

As of March 31, 2022, the share redemption liability consisted of 8,080,645 shares of Class A Ordinary Shares at $10.00 per share redemption value. On March 31, 2022, the Company’s shareholders redeemed 8,080,645 shares of Class A Ordinary Shares subject to possible redemption at $10.00 per share redemption value. Accordingly, 3,419,355 shares previously classified as Class A Ordinary Shares subject to possible redemption were transferred to shareholders’ equity from temporary equity.

Capital Contributions — PIPE

On October 4, 2021, concurrently with the execution of the Business Combination Agreement, and subsequently on March 31, 2022 and April 4, 2022, Helix entered into PIPE subscription agreements with the PIPE Investors pursuant to which, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,700,000 Class A Ordinary Shares (the “PIPE”), 11,600,000 shares of which were issued at a price of $10.00 per share for gross proceeds of $116,000,000. As of March 31, 2022 and December 31, 2021, the Company had $116,000,000 and $0 included in Capital Contributions — PIPE in the accompanying condensed balance sheets.

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A Ordinary Shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering (see Note 1). The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, an aggregate of 11,500,000 Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheet as of December 31, 2021.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit. On March 31, 2022, the Company’s shareholders redeemed 8,080,645 shares of Class A ordinary shares subject to possible redemption. Accordingly, 3,419,355 of shares previously classified as Class A ordinary shares subject to possible redemption were transferred to shareholders’ equity.

At December 31, 2021, the Class A Ordinary Shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A Ordinary Shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A Ordinary Shares subject to possible redemption	$	115,000,000

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

	Three Months Ended March 31,
	2022						2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(2,176,839	)	$	(526,882	)	$	(61,476	)	$	(14,815	)
Denominator:
Basic and diluted weighted average shares outstanding		11,878,208			2,875,000			11,930,000			2,875,000
Basic and diluted net loss per ordinary share	$	(0.18	)	$	(0.18	)	$	(0.01	)	$	(0.01	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Cash and Cash Equivalents

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering (see Note 1).

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, an aggregate of 11,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets at December 31, 2021 and 2020.

At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class method in calculating earnings per share. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Year Ended December 31, 2021						For the Period from August 13, 2020 (Inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(3,660,511	)	$	(882,143	)	$	(63,409	)	$	(27,429	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			6,232,090			2,695,896
Basic and diluted net loss per ordinary share	$	(0.31	)	$	(0.31	)	$	(0.01	)	$	(0.01	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering	3 Months Ended	12 Months Ended
Initial Public Offering	Mar. 31, 2022	Dec. 31, 2021
Helix Acquisition Corp.[Member]
Initial Public Offering [Line Items]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 Public Shares, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at a purchase price of $10.00 per Public Share generating gross proceeds of $115,000,000.	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Public Shares, which included the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Public Shares, at a purchase price of $10.00 per Public Share generating gross proceeds of $115,000,000.

Private Placement	3 Months Ended	12 Months Ended
Private Placement	Mar. 31, 2022	Dec. 31, 2021
Helix Acquisition Corp.[Member]
Private Placement [Line Items]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 430,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $4,300,000. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account.	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 430,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $4,300,000. A portion of the proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account.

Related Party Transactions	3 Months Ended	12 Months Ended
Related Party Transactions	Mar. 31, 2022	Dec. 31, 2021
Helix Acquisition Corp.[Member]
Related Party Transactions [Line Items]
RELATED PARTY TRANSACTIONS	Note 5 — Related Party Transactions Founder Shares On August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B Ordinary Shares. On March 31, 2021, the Sponsor surrendered, for no consideration, 718,750 Class B Ordinary Shares, resulting in the Sponsor holding 2,875,000 Class B Ordinary Shares (the “Founder Shares”). In September 2020, the Sponsor transferred 30,000 Founder Shares to each of its independent directors. As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Administrative Services Agreement Commencing on October 22, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred and accrued $30,000 in fees for these services, of which are included in accrued expenses in the accompanying condensed balance sheet. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of March 31, 2022 and December 31, 2021, the Company had $150,000 and no outstanding borrowings under the Working Capital Loans. Loan Assignment On February 20, 2022, MoonLake AG as borrower and Cormorant as lender entered into a convertible loan agreement for $15,000,000 to provide bridge financing for MoonLake AG’s business operations until the closing of the Business Combination. The loan agreement provides for a roll-over option, pursuant to which Cormorant may elect to assign and transfer the loan to the Company in partial satisfaction of the Lender PIPE Commitment. The loan was assigned on March 31, 2022, and therefore, is included within short-term loan receivables and capital contributions — PIPE in the accompanying condensed balance sheet as of March 31, 2022.	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On August 19, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 3,593,750 Class B ordinary shares. On March 31, 2021, the Sponsor surrendered, for no consideration, 718,750 Class B ordinary shares, resulting in the Sponsor holding 2,875,000 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 30,000 Founder Shares to each of its independent directors. As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Private Placement Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Administrative Services Agreement Commencing on October 22, 2020, the Company entered into an agreement to pay the Sponsor up to $10,000 per month for office space, utilities, administrative services and remote support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2021 and 2020, the Company incurred and accrued $120,000 and $20,000 in fees for these services. A total of $140,000 and $20,000 are included in accrued expenses in the accompanying balance sheets as of December 31, 2021 and 2020, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under the Working Capital Loans.

Commitments and Contingencies	3 Months Ended	10 Months Ended
Commitments and Contingencies	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Commitments and Contingencies	Note 12 — Commitments and contingencies Commitments The Company has entered into agreements as of March 31, 2022 primarily in regard to advancement in clinical and non-clinical research programs, production of drug substance and technology transfer of the drug product process for SLK. As of March 31, 2022, the total committed amount under these agreements not yet recognized in the unaudited consolidated statement of operations amounted to USD 65.8 million.	Note 13 — Commitments and contingencies Commitments The Company has entered into agreements as of December 31, 2021 primarily in regard to advancement in clinical and non-clinical research programs, production of drug substance and technology transfer of the drug product process for SLK. As of December 31, 2021, the total committed amount under these agreements amounted to USD 10.7 million of which USD 1.3 million has been recognized in the consolidated statement of operations and USD 0.9 million has been recorded as prepaid expense in the consolidated balance sheet.
Helix Acquisition Corp.[Member]
Commitments and Contingencies [Line Items]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights Pursuant to a registration rights agreement entered into on October 19, 2020, the holders of the Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights require the Company to register a sale of any of the Company’s securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a deferred fee of $0.35 per Share, or $4,025,000 in the aggregate. The deferred fee was paid to the underwriters from the amounts held in the Trust Account following the consummation of the Business Combination, subject to the terms of the underwriting agreement. Financial Advisor Fees The underwriters of Helix’s initial public offering were entitled to a deferred fee of $0.35 per share sold in the IPO. The deferred fee was paid to the underwriters following that consummation of the Business Combination, subject to the terms of the underwriting agreement. In connection with the proposed Business Combination with MoonLake AG, Helix retained SVB Leerink LLC as its financial advisor in connection with the Business Combination to provide an opinion on the fairness, from a financial point of view, to Helix of the consideration to be paid by Helix in the Business Combination. Helix also retained Jefferies, one of the underwriters of the Initial Public Offering, as lead capital markets advisor and lead placement agent, Cowen and Company, LLC as co-lead placement agent, and SVB Leerink as financial advisor and co-lead placement agent for the PIPE financing. Under the placement agent engagement letters between Helix and each of Jefferies, Cowen, and SVB Leerink, each of Jefferies, Cowen, and SVB Leerink were entitled to a placement agent fee based on the amount of gross proceeds of the PIPE, payable upon the consummation of the PIPE. The aggregate amount of contingent and deferred fees paid by Helix upon the consummation of the Business Combination with MoonLake AG was approximately $9.1 million (including expense reimbursements). Board Member Agreements Throughout 2021, Helix entered into board member agreements with the new directors that will serve as members of Helix’s Board of Directors following the proposed Business Combination with MoonLake AG. These board member agreements will take effect at the Closing of the proposed Business Combination. The annual base compensation for each new Board Member will be $35,000 per calendar year, with additional compensation for committee roles, subject to the terms of the board member agreement.	NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights Pursuant to a registration rights agreement entered into on October 19, 2020, the holders of the Founder Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights require the Company to register a sale of any of the Company’s securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Share, or $4,025,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On October 4, 2021, the Company announced that it entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, MoonLake Immunotherapeutics AG, a Swiss stock corporation (Aktiengesellschaft) registered with the commercial register of the Canton of Zug, Switzerland under the number CHE-433.093.536 (“MoonLake”), the existing equity holders of MoonLake (collectively, the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the sponsor of the Company (the “Sponsor”), and the representative of the ML Parties. Following completion (the “Closing” and the date of Closing, the “Closing Date”) of the Business Combination contemplated by the Business Combination Agreement, (i) the existing equity holders of MoonLake will retain their equity interests in MoonLake (except as noted in the Company’s Form 8-K filed on October 4, 2021) and will receive a number of non-economic voting shares in the Company determined by multiplying the number of MoonLake common shares held by them immediately prior to the Closing by the Exchange Ratio; (ii) ) certain equity holders of MoonLake (the “BVF Shareholders”) will assign all of their MoonLake common shares to the Company and the Company will issue to the BVF Shareholders an aggregate number of the Company’s Class A ordinary shares equal to the product of such number of assigned MoonLake common shares and the Exchange Ratio; and (iii) Helix will receive a controlling equity interest in MoonLake in exchange for making the Cash Contribution (as defined in the Business Combination Agreement). The Exchange Ratio is the quotient obtained by dividing (a) 360,000,000 by (b) the fully diluted shares of MoonLake prior to the Closing by (c) 10. Substantially all of the assets and business of MoonLake and Helix will be held by MoonLake as the operating company following the Closing. At the Closing, the Company will change its name to “MoonLake Immunotherapeutics.” The Business Combination has been approved by the boards of directors of each of the Company and MoonLake. The Closing is expected to occur late in the fourth quarter of 2021 or early in the first quarter of 2022, following the receipt of the required approval by MoonLake’s and the Company’s shareholders and the satisfaction of certain other customary closing conditions. On October 4, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors” which include an affiliate of the Sponsor and the BVF Shareholders and their affiliates) pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,500,000 the Company’s Class A ordinary shares at a price of $10.00 per share, for an aggregate purchase price of $115,000,000 (the “PIPE”). The PIPE is expected to be consummated immediately prior to or substantially concurrently with the Closing of the Business Combination. The closing of the PIPE is conditioned upon, among other things, (i) the satisfaction or waiver of all conditions precedent to the Business Combination and the substantially concurrent consummation of the Business Combination, (ii) the accuracy of all representations and warranties of the Company and the PIPE Investors in the Subscription Agreements, subject to certain bring-down standards, and (iii) the satisfaction of all covenants, agreements, and conditions required to be performed by the Company and the PIPE Investors pursuant to the Subscription Agreements. The Subscription Agreements provide for certain customary registration rights for the PIPE Investors. The Subscription Agreements will terminate with no further force and effect upon the earliest to occur of: (a) such date and time as the Business Combination Agreement or Investment Agreement is terminated in accordance with its terms; (b) the mutual written agreement of the Company and the PIPE Investor to terminate its Subscription Agreement; (c) if on the Closing Date, any of the conditions to closing set forth in the Subscription Agreement are not satisfied or waived, and, as a result thereof, the transactions contemplated in the Subscription Agreement are not consummated at the Closing; or (d) May 30, 2022. Financial Advisor Fees The underwriters of Helix’s initial public offering are entitled to a deferred fee of $0.35 per share sold in the IPO. The deferred fee will become payable to the underwriters in the event that Helix completes an initial business combination, subject to the terms of the underwriting agreement. In connection with the proposed Business Combination with MoonLake, Helix retained SVB Leerink LLC as its financial advisor in connection with the Business Combination to provide an opinion on the fairness, from a financial point of view, to Helix of the consideration to be paid by Helix in the Business Combination. Helix also retained Jefferies, one of the underwriters of the Initial Public Offering, as lead capital markets advisor and lead placement agent, Cowen and Company, LLC as co-lead placement agent, and SVB Leerink as financial advisor and co-lead placement agent for the PIPE financing. Under the placement agent engagement letters between Helix and each of Jefferies, Cowen, and SVB Leerink, each of Jefferies, Cowen, and SVB Leerink are entitled to a placement agent fee based on the amount of gross proceeds of the PIPE, payable upon the consummation of the PIPE. The aggregate amount of contingent and deferred fees payable by Helix upon the consummation of the proposed Business Combination with MoonLake will be approximately $9.1 million (including expense reimbursements). Board Member Agreements Helix has entered into board member agreements with the new directors that will serve as members of Helix’s Board of Directors following the proposed Business Combination with MoonLake. These board member agreements will take effect at the Closing of the proposed Business Combination. The annual compensation for each new Board Member will be $35,000 per calendar year, subject to the terms of the board member agreement.

Shareholders’ Equity (deficit)

3 Months Ended

10 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Shareholders’ Equity (deficit) [Line Items]

Shareholders’ equity (deficit)

Note 8 — Shareholders’ deficit

	Series A Preferred Shares(1)		Common Shares(1)		Common Shares Held In Treasury(2)
	Authorized	Issued	Authorized	Issued	Common Shares Held In Treasury(2)
Balance – December 31, 2021	680,196	680,196	390,000	361,528	57,756
Share-based payment under the equity incentive plan ESPP	—	—	—	—	(35,000	)
Balance – March 31, 2022	680,196	680,196	390,000	361,528	22,756

____________

(1) Fully paid-in registered shares with a par value of CHF 0.10

(2) Registered shares with a par value of CHF 0.10 held in treasury

Conditional share capital

As of March 31, 2022, 66,528 Common Shares and 6,660 options to acquire Common Shares under the equity incentive plans ESPP and ESOP were granted and outstanding.

The unallocated authorized conditional share capital of 44,568 Common Shares with a par value of CHF 0.10 each will be assigned in future reporting periods.

Treasury Shares

On January 18, 2022, 35,000 of the Common Shares repurchased by the Company in previous period have been granted under the equity incentive plan ESPP. As of March 31, 2022, 22,756 Common Shares remain unallocated.

Note 9 — Shareholders’ equity (deficit)

Share data have been revised to give effect to the share consolidation explained in Note 2 — “Basis of presentation and significant accounting policies”.

	Series A Preferred Shares(1)		Common Shares(1)				Common Shares Held In Treasury(2)
	Authorized	Issued	Authorized		Issued		Common Shares Held In Treasury(2)
At incorporation March 10, 2021	—	—	1,060,000		1,000,000		—
Conversion of transferred Common Shares into Series A Preferred Shares	670,000	670,000	(670,000	)	(670,000	)	—
Preferred Shares purchased by a director following appointment as chairman of the Board	10,196	10,196	—		—		—
Share-based payment under the equity incentive plan (ESPP)	—	—	—		31,528		—
Repurchase of 57,756 Common Shares following the resignation of a co-founder	—	—	—		—		(57,756	)
At December 31, 2021	680,196	680,196	390,000		361,528		(57,756	)

____________

(1) Fully paid-in registered shares with a par value of CHF 0.10

(2) Registered shares with a par value of CHF 0.10 held in treasury

The Company was incorporated on March 10, 2021, with the issuance of 1,000,000 Common Shares with fair value of USD 0.1065 (CHF 0.10) per share. The corresponding starting capital committed by three co-founders in cash amounting to USD 106,507 (CHF 100,000) was released to the Company’s bank account on March 29, 2021.

On April 23, 2021, the co-founders transferred a total of 99,000 Common Shares into the Company’s ownership as a capital injection at nominal value of USD 0.1065 (CHF 0.10) per share.

On April 28, 2021, the Company entered into an investment agreement pursuant to which:

1. The Company transferred 99,000 Common Shares to MHKDG as part of the consideration for the In-licensing Agreement. The shares were recognized in shareholders’ equity at a fair value of USD 49 per share. The Company estimated the fair-value of the shares with reference to the market-based transaction with four third-party investors which are not considered related parties of the Company or MHKDG (“The Other Series A Preferred Shares Investors”).

2. The co-founders transferred additional 571,000 Common Shares to The Other Series A Preferred Shares Investors. The total purchase price for the shares included the par value of the shares in the total paid of USD 61,398 (CHF 57,100) and additional capital contributions to the Company of USD 27.9 million. This corresponds to a price per share of USD 49. The Company incurred share issuance costs of USD 279,364.

3. The total of 670,000 transferred Common Shares were converted into Series A Preferred Shares on May 5, 2021.

On the same day and in connection with the investment agreement, the Company entered into a shareholders’ agreement pursuant to which 90% of the Common Shares held by each of the co-founders (110,000 Common Shares each) shall be considered unvested and, therefore, be subject to a reverse vesting (“Restricted Founder Shares”).

On the same day, the Company issued 10,196 Series A Preferred Shares with a par value of CHF 0.10 per share to the Company’s new Chairman for approximately USD 500,000 and granted 12,212 Common Shares under the equity incentive plan ESPP.

On September 9, 2021, the Company granted 18,317 Common Shares and 2,775 options to acquire Common Shares under the equity incentive plans ESPP and ESOP.

On October 25, 2021, the Company granted 999 Common Shares and 5,550 options to acquire Common Shares under the equity incentive plans ESPP and ESOP.

On December 9, 2021, the Company canceled 1,665 options to acquire Common Shares under the equity incentive plan ESOP following the resignation of an employee. On this date, none of the options had vested.

On December 13, 2021, Arnout Ploos van Amstel, one of the Company’s co-founders, resigned as its Chief Operating Officer effective as of February 28, 2022. Pursuant to the termination agreement with Mr. Ploos van Amstel, the Company acquired, and Mr. Ploos van Amstel sold, assigned, and transferred 57,756 MoonLake Common Shares to MoonLake at par value of CHF 0.10 per share. Of the remaining 52,244 Common Shares, 39,875 Common Shares had fully vested, and 12,369 Common Shares were awarded to Mr. Ploos van Amstel as part of a severance payment. The Company recognized USD 4.2 million in share-based compensation to reflect the fair value of the shares awarded in connection with the severance payment.

Series A Preferred Shares features

The Series A Preferred Shares have the following features:

1. Same right to dividends as Common Shares;

2. Liquidation preference: In the event of a liquidation, the proceeds resulting from such liquidation shall be allocated to the holders of shares in the following order:

a. In first priority to the holders of Series A Preferred Shares pro rata to their respective holdings in the class of Series A Preferred Shares up to the preference amount (initial investment made by Series A investors, or their claims on an as-converted basis);

b. In second priority, if and to the extent the preference amount has been fully paid to the holders of Series A Preferred Shares, to all holders of Common Shares pro rata to their respective holdings in the class of Common Shares.

The liquidation preference shall terminate and cease automatically upon completion of an Initial Public Offering (“IPO”) of the Company.

3. Anti-dilution protection: In the event the Company issues equity at a subscription or purchase price, or securities convertible into equity at a conversion price below the original purchase price, each holder of Series A Preferred Shares shall, in consideration for the subscription amount paid by them, be entitled to a broad based weighted average anti-dilution adjustment.

The anti-dilution adjustment shall be effected by the issuance to each Series A Preferred Shares investor of the required number of additional Series A Preferred Shares at par value payable by the Series A investors in accordance with a defined formula for a weighted average anti-dilution adjustment.

The anti-dilution adjustment shall not apply with respect to:

a. Share splits or similar reorganizations;

b. Conversion of Series A Preferred Shares into Common Shares or shares issued as dividend or distribution on the holders of Series A Preferred Shares;

c. Shares issued in connection with a bona fide business acquisition by the company;

d. The issuance of shares to the public in case of an IPO;

e. Shares issued or issuable to employees or members of the Board of Directors or advisors and other agents of the Company from the Company’s conditional capital;

f. Shares issued upon the conversion of any debenture, warrant, option, or other convertible security.

The anti-dilution adjustments shall terminate and cease automatically upon completion of the first to occur of (i) a liquidation or an IPO of the Company, or (ii) following the final closing for the next equity financing round of the Company.

4. Conversion:

a. Voluntary conversion: Each holder of the Series A Preferred Shares shall have the right to request at any time the conversion of all or a part of their Series A Preferred Shares into Common Shares at a 1:1 conversion ratio.

b. Mandatory conversion: All Series A Preferred Shares shall be mandatorily converted into Common Shares upon the closing of a qualified IPO at a conversion rate of 1:1 on the last business day prior to the publication of the offering circular. If, within a period of 30 calendar days following the conversion, no qualified IPO is closed, each holder of Series A Preferred Shares, by written notice, may require the other parties to re-establish the share structure and preference rights as existing prior to the conversion.

Conditional share capital

As set forth in Article 4 of the Company’s articles of association, the share capital of the Company may be increased by a maximum amount of CHF 6,000 by issuing a maximum of 60,000 Common Shares with a par value of CHF 0.10 each, to be fully paid up, by either the issuance of shares to employees or members of the Board of Directors or advisors and other agents of the Company or of group companies or the exercise of options which are granted to employees, members of the Board of Directors, or advisors and other agents of the Company or of group companies, both according to one or more plan(s) to be drawn up by the Board of Directors. Such shares or options may be issued at a price lower than the fair market value of such shares.

On July 23, 2021, the Company’s Board of Directors approved two share-based compensation plans (refer to Note 11 — “Share-based compensation”) enabling the issuance of Common Shares (or options to acquire such shares) from the Company’s authorized conditional share capital to employees (or prospective employees upon the commencement of their employment with the Company).

As of December 31, 2021, 31,528 Common Shares and 6,660 options to acquire Common Shares under the equity incentive plans ESPP and ESOP were granted and outstanding.

The unallocated authorized conditional share capital of 21,812 Common Shares with a par value of CHF 0.10 each will be assigned in future reporting periods.

Treasury Shares

In connection with Mr. Ploos van Amstel’s resignation as Chief Operating Officer, the Company repurchased 57,756 Common Shares at par value of CHF 0.10 per share. The shares have been recorded as Treasury Shares and remain unallocated as of December 31, 2021.

On December 14, 2021, the Company’s Board of Directors amended the ESOP and ESPP share-based compensation plans to allow for the transfer of Treasury Shares under those plans.

Shareholders’ Equity (deficit) [Line Items]

Shareholders’ equity (deficit)

Note 7 — Shareholders’ Equity

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A Ordinary Shares, with a par value of $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 3,849,355 and 430,000 Class A Ordinary Shares issued or outstanding, respectively, excluding 11,500,000 Class A Ordinary Shares subject to possible redemption as of December 31, 2021.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B Ordinary Shares, with a par value of $0.0001 per share. Holders of the Class B Ordinary Shares are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 2,875,000 Class B Ordinary Shares issued and outstanding.

Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A Ordinary Shares will have one vote for every Class A Ordinary Share.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis (the “Initial Conversion Ratio”), subject to adjustment. In the case that additional Class A Ordinary Shares or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by Public Shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued upon conversion of Working Capital Loans; provided that such

conversion of Founder Shares will never occur on a less than one-for-one basis. Pursuant to the amended sponsor letter dated as of October 4, 2021 and entered into between Helix, the Sponsor and the officers and directors of Helix (the “Insiders”), the Sponsor and the Insiders agreed, conditioned upon the Closing of the Business Combination, to waive any and all rights the Sponsor and each Insider had to any Class A Ordinary Shares in excess of the number issuable pursuant to the Initial Conversion Ratio upon conversion of the existing Class B Ordinary Shares held by the Sponsor or each Insider, as applicable, and to refuse to be issued any such excess Class A Ordinary Shares.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 430,000 Class A ordinary shares issued or outstanding, excluding 11,500,000 Class A ordinary shares subject to possible redemption, which are included in temporary equity.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2021 and 2020, there were 2,875,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Shares issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

Fair Value Measurements

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Measurements [Line Items]

Fair Value Measurements

Note 8 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

		Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
		Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
		Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At March 31, 2022, assets held in the Trust Account were comprised of $115,051,039 in money market funds which are invested primarily in U.S. Treasury securities. During the three months ended March 31, 2022, the Company did not withdraw any interest income from the Trust Account to pay for taxes.

At December 31, 2021, assets held in the Trust Account were comprised of $115,042,608 in money market funds which are invested primarily in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay for taxes.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description	Level	March 31, 2022	December 31, 2021
Assets:
Proceeds held in Trust Account	1	115,051,039	115,042,608

NOTE 8 — FAIR VALUE MEASUREMENTS

		Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
		Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
		Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020, assets held in the Trust Account were comprised of $457 in cash and $115,014,460 in U.S. Treasury securities. During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2020 are as follows:

		Held-To-Maturity		Level		Amortized Cost			Gross Holding Gain			Fair Value
December 31, 2020		U.S. Treasury Securities (Matured on 1/21/21)		1		$	115,014,460		$	1,417		$	115,015,877

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Level:		Assets:		Fair Value
1		Investments held in Trust Account		$	115,042,608

Disclosure Text Block Supplement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events	3 Months Ended	10 Months Ended	12 Months Ended
Subsequent Events	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Subsequent Events [Line Items]
SUBSEQUENT EVENT	Note 13 — Subsequent events The Company has evaluated material subsequent events through May 13, 2022, the date the unaudited condensed consolidated financial statements were available to be issued. Consummation of the Business Combination Agreement with Helix On the Closing Date, MoonLake Immunotherapeutics, a Cayman Islands exempted company (formerly known as Helix Acquisition Corp.) (prior to the Closing Date, “Helix”) consummated the previously announced business combination (the “Closing”) pursuant to that certain Business Combination Agreement dated October 4, 2021 (the “Business Combination Agreement”), by and among Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation (“MoonLake AG”), the existing equityholders of MoonLake AG set forth on the signature pages to the Business Combination Agreement and equityholders of MoonLake AG that executed joinders to the Business Combination Agreement (collectively, the “ML Parties”), Helix Holdings LLC, a Cayman Islands limited liability company and the Sponsor of Helix, and the representative of the ML Parties (such transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). The Business Combination Agreement provided for a number of transactions at Closing which are further detailed in the Form 8-K dated April 11, 2022 and filed with the United States Securities and Exchange Commission and available at www.sec.gov. Repayment of short-term loan agreements On March 31, 2022, Cormorant transferred its rights and obligations from a convertible loan agreement, pursuant to which it had lent USD 15,000,000 to the Company, to Helix and thereby offset its investment commitment with Helix as a PIPE investor. On April 11, 2022, MoonLake Immunotherapeutics repaid USD 15,000,000 million to BVF Shareholders pursuant to the short-term loan agreement entered on October 15, 2021. Share-based compensation plan On May 1, 2022, the Company awarded 1,110 options to acquire Common Shares under the ESOP. The Company estimated the fair value per share to be USD 208.56. The fair value was determined by multiplying the share price of MoonLake Immunotherapeutics as of May 1, 2022 by the Exchange Ratio, and the aggregate fair value of the additional grants is approximately USD 0.3 million. The vesting requirements of such awards follow the ESOP terms and conditions detailed in Note 10 — Share-based compensation. Contract manufacturing agreement with Richter-Helm BioLogics GmbH & Co KG On April 11, 2022, the Company entered into a contract manufacturing agreement with Richter-Helm BioLogics GmbH & Co KG, with an effective date of July 1, 2021, with respect to the manufacture of SLK.	Note 14 — Subsequent events The Company has evaluated material subsequent events through March 2, 2022, the date the consolidated financial statements were available to be issued. CRO agreements On January 9 and January 10, 2022, the Company entered into three additional agreements with a clinical research organization to support the Company’s planned Phase 2 clinical studies. The total estimated fees including estimated pass through costs under the agreements amount to USD 63.3 million and are expected to cover services to be provided to the Company until 2024. Share-based compensation plan On January 18, 2022, the Company awarded 35,000 Common Shares under the ESPP to certain Executive Officers. The Company estimated the fair value per share to be USD 336.39. The fair value per share was determined with reference to a Business Combination Agreement entered into with Helix on October 4, 2021. The aggregate fair value of the additional grants is approximately USD 11.8 million and the vesting requirements of such awards, follow the ESPP terms and conditions detailed in Note 11 — “Share-based compensation”. Loan agreement On February 20, 2022, the Company entered into a convertible loan agreement with Cormorant Private Healthcare Fund IV. L.P. (“Cormorant”), Helix and the BVF Shareholders, pursuant to which Cormorant grants the Company a USD $15,000,000 loan, for the financing of general corporate purposes of the Company, including product and technology development, operations, sales and marketing, management expenses, and salaries. The loan is interest-free and subordinated to all current and future claims of the Company, but ranks senior to existing and future unsecured subordinated obligations of the Company. The loan must be repaid by the Company prior to the earlier of (i) as soon as practicable after the Closing of the Business Combination with Helix, but no later than two business days, and (ii) June 30, 2022. At Closing of the Business Combination with Helix, Cormorant has the option to transfer its rights and obligations to Helix and thereby offset its investment commitment with Helix as a PIPE investor. If the Business Combination is terminated and if prior to June 30, 2022, or prior to repayment of the loan, the Company consummates another equity financing round, Cormorant is entitled to convert the loan into the most senior class of equity securities issued by the Company at a price equal to equal to 80% of the subscription price paid by the investors in such financing round. If the Business Combination is terminated and if the loan has neither been repaid within 30 calendar days of June 30, 2022 nor a voluntary conversion has taken place, the loan shall mandatorily converted into the most senior class of outstanding equity securities of the Company at a price equal to 80% of their fair market value.
Helix Acquisition Corp.[Member]
Subsequent Events [Line Items]
SUBSEQUENT EVENT	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were available to be issued. Based upon this review, other than as described in the condensed financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 5, 2022 the Company completed its Business Combination with MoonLake AG. In connection with the Business Combination, holders of 8,080,645 shares of Class A Ordinary Shares exercised their rights to redeem those shares for cash at an approximate price of $10.00444 per share, for an aggregate of approximately $80.8 million, which was paid to such holders on the Closing Date. As of the open of trading on April 6, 2022, the Class A Ordinary Shares, formerly those of Helix, began trading on The Nasdaq Capital Market as “MLTX.”		NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Sonelokimab Acquisition

10 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Sonelokimab acquisition

Note 3 — Sonelokimab acquisition

On April 29, 2021, the Company in-licensed SLK, a novel Tri-specific Nanobody® (also known as M1095), from Merck Healthcare KGaA, Darmstadt, Germany (“MHKDG”). Under this agreement, the Company acquired the right and license under MHKDG’s patents, licenses, materials and exclusive know-how to develop, manufacture, use, sell, offer for sale, export and import and otherwise commercialize SLK on a world-wide basis (the “In-licensing Agreement”).

The In-licensing Agreement has been accounted for as an asset purchase. The aggregate purchase price of USD 29.9 million consisted of an upfront cash payment of USD 25.0 million and a transfer of the Company’s own equity instruments, representing a 9.9% ownership stake in the Company following issuance. The Company estimated the fair value of the equity portion of the consideration with reference to an observable market-based transaction involving the sale of its shares to a third party as described in Note 9 “Shareholders’ deficit”. Transaction costs amounted to USD 0.6 million.

There were no tangible assets acquired or liabilities assumed by the Company under the In-licensing Agreement. The aggregate purchase price was allocated to the IPR&D program being the development and commercialization of SLK (the “SLK Program”). The Company determined that the IPR&D did not have an alternative future use and recorded the aggregate purchase price as an expense in research & development.

Subject to the terms of the In-licensing Agreement, milestone payments of up to EUR 307.1 million (USD 347.6 million) are potentially payable, of which less than ten percent being due upon initiation of various clinical trials and the remainder being due upon satisfying specific milestones related to regulatory filing acceptance, first commercial sales, and aggregate annual net sales. The milestone payments are payable in cash. Milestone payments due prior to obtaining regulatory approval will be recorded as research and development expense upon determination that a milestone payment is probable to occur. Milestone payments due after obtaining regulatory approval will be capitalized when and if incurred. The Company will use commercially reasonable efforts to cause the milestones to occur. However, if the Company reasonably determines that a technical failure or commercial failure has occurred with respect to all or a part of the SLK Program, the Company, at its sole discretion, can terminate all or part of the SLK Program.

In addition, the In-licensing Agreement requires the Company to pay royalties within the range of low to mid-teen percent of net sales. Royalties will be recognized in the consolidated statement of operations when net sales are recognized.

Prepaid Expenses

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Prepaid Expenses [Abstract]

Prepaid expenses

Note 3 — Prepaid expenses

	March 31, 2022		December 31, 2021
Advances on non-clinical research and clinical development services	$	2,030,013	$	547,586
Advances on supply and manufacturing services		100,793		750,622
Advances on insurances		41,035		23,141
Advances on other consulting and advisory services		21,013		31,930
Advances on rent/leases		12,910		12,942
Other prepayments		91,282		82,875
Total	$	2,297,046	$	1,449,096

The prepaid expenses as of March 31, 2022 primarily relate to services expected to be received by the end of the year.

Note 4 — Prepaid expenses

	December 31, 2021
Advances on supply and manufacturing services	$	756,805
Advances on non-clinical research and clinical development services		524,342
Other prepayments		167,949
Total	$	1,449,096

The above prepaid expenses relate to services expected to be received during the first quarter of 2022.

Trade and Other Payables

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Trade and other payables

Note 4 — Trade and other payables

	March 31, 2022		December 31, 2021
Legal and IP advisory fees payable	$	1,860,884	$	1,233,070
Research and development services		1,079,372		50,088
Supply and manufacturing fees payable		489,566		183,298
Other consulting and advisory services		173,289		71,938
Other payables		213,453		30,896
Total	$	3,816,564	$	1,569,290

Note 5 — Trade and other payables

	December 31, 2021
Legal and IP advisory fees payable	$	1,233,070
Supply and manufacturing fees payable		195,378
Other payables		140,842
Total	$	1,569,290

Accrued expenses and other current liabilities

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Accrued expenses and other current liabilities

Note 5 — Accrued expenses and other current liabilities

	March 31, 2022		December 31, 2021
Accrued bonuses and related employees compensation expenses	$	1,932,400	$	1,419,137
Accrued license fees		1,023,358		2,055,687
Accrued consultant and other fees		162,774		49,211
Tax liabilities		55,172		63,922
Accrued legal fees		369		930,354
Total	$	3,174,073	$	4,518,311

Note 6 — Accrued expenses and other current liabilities

	December 31, 2021
Accrued license fees	$	2,055,687
Accrued bonuses and related employees compensation expenses		1,419,137
Accrued legal fees		930,354
Accrued consultant and other fees		113,133
Total	$	4,518,311

Short-Term Loans

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Short-term loans

Note 6 — Short-term loans

Short-term loan agreement with the BVF Shareholders

The Company has entered into a short-term loan agreement with the BVF Shareholders, pursuant to which Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., and Biotechnology Value Trading Fund OS, L.P. loaned USD 8,139,000, USD 5,946,000, and USD 915,000, respectively (USD 15,000,000 in aggregate), for the financing of general corporate purposes of MoonLake, including product and technology development, operations, sales and marketing, management expenses, and salaries. BVF Shareholders are deemed to be related parties to the Company.

As of the date hereof, the entire principal loan amount has been repaid (refer to Note 13 — subsequent events).

Convertible loan agreement with Cormorant Private Healthcare Fund IV. L.P.

On February 20, 2022, the Company entered into a convertible loan agreement with Cormorant Private Healthcare Fund IV. L.P. (“Cormorant”), Helix and the BVF Shareholders, pursuant to which Cormorant grants the Company a USD 15,000,000 loan, for the financing of general corporate purposes of the Company, including product and technology development, operations, sales and marketing, management expenses, and salaries.

The loan is interest-free and subordinated to all current and future claims of the Company, but ranks senior to existing and future unsecured subordinated obligations of the Company.

The loan must be repaid by the Company prior to the earlier of (i) as soon as practicable after the Closing of the Business Combination with Helix, but no later than two business days, and (ii) June 30, 2022.

If the Business Combination is terminated and if prior to June 30, 2022, or prior to repayment of the loan, the Company consummates another equity financing round, Cormorant is entitled to convert the loan into the most senior class of equity securities issued by the Company at a price equal to equal to 80% of the subscription price paid by the investors in such financing round. The number of shares issuable upon conversion is determined by dividing the loan by 80% of the subscription price paid by investors in such financing round. If the Business Combination is terminated and if the loan has neither been repaid within 30 calendar days of June 30, 2022 nor a voluntary conversion has taken place, the loan shall mandatorily convert into the most senior class of outstanding equity securities of the Company at a price equal to 80% of their fair market value.

As of the date hereof, the entire principal loan amount has been repaid (refer to Note 13 — subsequent events).

Note 7 — Short-term loans

The loans are subordinated to all current and future claims of creditors of the Company, interest-free and must be repaid by MoonLake prior to the earlier of (i) as soon as practicable after the closing date of the Business Combination, but no later than two (2) business days, and (ii) June 30, 2022. The loans may be repaid in whole or in part by MoonLake at any time on or prior to the Maturity Date. As of the date hereof, the entire principal loan amount remains outstanding.

Employee Benefit Plans

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Retirement Benefits [Abstract]

Employee benefit plans

Note 7 — Employee benefit plans

The Company operates a defined benefit pension plan in Switzerland (“the Plan”) and a defined contribution pension plan in its subsidiary in the United Kingdom, in accordance with local regulations and practices. As of March 31, 2022 the Plan covers the Company’s employees by providing benefits in the event of death, disability, retirement, or termination of employment.

Components of Net Periodic Benefit Cost under the Plan

	Pension Benefits Three Months Ended March 31, 2022
Service Cost	$	116,165
Interest Cost		1,302
Expected return on plan assets		(3,998	)
Amortization of unrecognized loss		467
Net periodic benefit cost	$	113,936

The components of net periodic benefit cost other than the service cost component are included in general and administrative expense in our unaudited condensed consolidated statement of operations.

Employer Contributions under the Plan

As of March 31, 2022, USD 36,997 (CHF 34,174) of contributions have been made to the Plan. The Company presently anticipates contributing an additional USD 110,991 (CHF 102,522) to fund its Plan in 2022 for a total of USD 147,998 (CHF 136,696).

Note 8 — Employee benefit plans

The Company operates a defined benefit pension plan (“the Plan”) in accordance with local Swiss regulations and practices. It covers the Company’s employees and provides benefits to employees in the event of death, disability, retirement, or termination of employment.

Obligations for contributions to defined benefit plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

A summary of the changes in projected benefit obligations (“PBO”) and plan assets, for the period ended December 31, 2021, is presented below:

	December 31, 2021
Beginning PBO	$	—
Service cost		143,467
Contributions by plan participants		64,954
Actuarial losses		174,012
Transfers in		931,257
Foreign currency exchange rates changes		9,184
Ending PBO	$	1,322,874

	December 31, 2021
Beginning fair value of plan assets	$	—
Actual return on plan assets		5,835
Contributions by the Company		73,448
Contributions by plan participants		64,954
Transfers in		931,257
Foreign currency exchange rates changes		7,520
Ending fair value of plan assets	$	1,083,014

Amounts recorded on the consolidated balance sheet:

	December 31, 2021
Fair value of plan assets	$	1,083,014
Present value of projected benefit obligation		(1,322,874	)
Funded status	$	(239,860	)

Amounts recorded in accumulated other comprehensive loss:

		December 31, 2021
Actuarial loss		$	168,177

The assumptions used to calculate the ASC 715 liabilities are summarized in the table below:

		Assumptions at December 31, 2021
Discount rate		0.40% p.a.
Expected return on plan assets		1.50% p.a.
Long-term expected rate of salary increase		1.60% p.a.

Service cost of $143,467 was recognized in the net periodic benefit cost for the period from March 10, 2021 (Inception) to December 31, 2021.

The allocation of plan assets is presented below:

		December 31, 2021
Equities		35.13%
Bonds		30.89%
Mortgages		3.83%
Liquidity		2.90%
Real estate		24.37%
Alternative investments		2.88%

The fair value of plan assets is determined based on Level 2 inputs.

As all members of the Plan are active, no future expected benefit payments are currently in payment and foreseen to occur within the next ten years.

The entire disclosure for retirement benefits.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Net loss per Common Share

Net Loss Per Common Share

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Note 9 — Net loss per Common Share

The following table sets forth the loss per share calculations for the three months ended March 31, 2022:

Numerator
Net loss	$	(15,880,142	)

Denominator
Total weighted average number of shares	$	149,044

Net loss per share – basic and diluted	$	(106.55	)

The weighted average number of shares used to calculate the net loss per share — diluted for the three months ended March 31, 2022, excludes 66,528 Common Shares granted under the ESPP, 107,250 Restricted Founder Shares and 6,660 options to acquire Common Shares granted under ESOP, as their effect is antidilutive for the period presented.

Note 10 — Net loss per Common Share

Share data have been revised to give effect to the share consolidation explained in Note 1 – “Description of business.”

The following table sets forth the loss per share calculations for the period ended December 31, 2021:

Numerator
Net loss	$	(53,643,615	)

Denominator
Total weighted average number of shares		233,086

Net loss per share – basic and diluted	$	(230.15	)

The weighted average number of shares used to calculate the net loss per share — diluted, excludes 31,528 Common Shares granted under the ESPP, 132,000 Restricted Founder Shares and 6,660 options to acquire Common Shares granted under ESOP, as their effect is antidilutive for the period presented.

Share-Based Compensation

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-Based Compensation [Abstract]

Share-based compensation

Note 10 — Share-based compensation

Share-Based Compensation Plans

The Company has recognized an increase in shareholders’ equity in the consolidated balance sheet as of March 31, 2022 and stock-based compensation expense of USD 2.0 million in the consolidated statement of operations for the three months ended March 31, 2022.

As of March 31, 2022, 22,756 treasury shares and 21,812 Common Shares issuable from the authorized conditional capital shares remain available for future grants under the ESPP and the ESOP.

The effect of recording share-based compensation by type of award was as follows:

Compensation Plan	Three Months Ended March 31, 2022
Restricted Founder Shares	$	1,210,082
ESPP		692,678
ESOP		86,111
Total share-based compensation	$	1,988,871

Restricted Founder Shares

On April 28, 2021, the shareholders’ agreement between the co-founders, the Series A investors and the Company imposed a reverse vesting condition on 90% of the total 110,000 Common Shares held by each of the three co-founders. Therefore, 99,000 Common Shares held by each of the co-founders were subject to these restrictions and considered unvested (the “Restricted Founder Shares”). The Restricted Founder Shares vest on the 28th of each month at a rate of 4.166% over a period of two years to April 28, 2023. If, before the end of the vesting period, the contractual relationship of the relevant co-founders is terminated, the Company in first priority, or any third party designated by it, and the other shareholders in second priority pro rata to their shareholdings, shall have an option to purchase all or a pro rata portion of the leaver shares that are unvested on the day the termination becomes effective at nominal value of CHF 0.10 per share. The Restricted Founder Shares are legally outstanding and continue to have voting and dividend rights.

The assumptions used in the valuation of the Restricted Founder Shares awarded are summarized below:

Grant date		4/28/2021
Estimated fair value of Restricted Founder Shares on the grant date (USD)(1)		49
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2)		336.39
Purchase price (CHF)		0.10

____________

(1) The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the audited consolidated financial statements for the year ended December 31, 2021).

(2) The Company estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Grants awarded

Program	Restricted Founder Shares
Awards outstanding at January 1, 2022	132,000
Awards vested for the three months ended March 31, 2022	(24,750	)
Awards outstanding at March 31, 2022	107,250

At March 31, 2022, the Company had USD 5.2 million of total unrecognized compensation expense related to the Restricted Founder Shares that will be recognized by April 28, 2023 with a monthly compensation expense of USD 403,356.

Employee Share Participation Plan (ESPP) 2021-2025

The ESPP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, the awards can be deemed forfeited by the Company if certain conditions are met. For awards granted prior to September 30, 2021 there is an accelerated vesting condition linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of the Company, where the grants will be deemed fully vested on the earlier of (i) 12 months (or such shorter period determined by the Board of Directors) after the occurrence of a “change of control” or (ii) the date after the occurrence of the change of control on which a termination notice is served to the participant by the Company (other than a bad leaver termination, described below) or by the participant for good cause (as defined under Swiss law or any other applicable foreign law).

The assumptions used in the valuation of the grants awarded under the ESPP for the three months ended March 31, 2022 are summarized below:

ESPP 2021

Assumptions for the three months ended March 31, 2022

Grant dates		01/18/2022
Estimated fair value of Common Shares on the grant date (USD)(1)		336.39
Purchase price (CHF)		0.10

____________

(1) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Grants awarded

Program		ESPP
Awards outstanding at January 1, 2022		31,528
Awards granted on January 18, 2022		35,000
Awards outstanding at March 31, 2022		66,528
Awards exercisable at March 31, 2022		—

At March 31, 2022, the Company had USD 12.8 million of total unrecognized compensation expense related to the ESPP that will be recognized over the weighted average period of 2.52 years.

Employee Stock Option Plan (ESOP) 2021-2025

The ESOP grants will vest 25% on each anniversary of the grant date. In the event of a termination of contractual relationship between the Company and the entitled employee, options can be deemed forfeited by the Company if certain conditions are met. There is also an accelerated vesting linked to a “Change of Control”, defined as any transfer of shares that results in the proposed acquirer holding more than 50% of the then issued share capital of the Company, where the grants will be deemed fully vested on the earlier of (i) 12 months (or such shorter period determined by the Board of Directors) after the occurrence of a “change of control” or (ii) the date after the occurrence of the change of control on which a termination notice is served to the participant by the Company (other than a bad leaver termination, described below) or by the participant for good cause (as defined under Swiss law or any other applicable foreign law).

The Company did not grant any award under the ESOP plan for the three months ended March 31, 2022.

Grants awarded

Program		ESOP
Awards outstanding at January 1, 2022		6,660
Awards granted		—
Awards outstanding at March 31, 2022		6,660
Awards exercisable at March 31, 2022		—

At March 31, 2022, the Company had USD 1.2 million of total unrecognized compensation expense related to the ESOP that will be recognized over the weighted average period of 2.51 years.

Note 11 — Share-based compensation

Share-Based Compensation Plans

As at December 31, 2021 the Company had the following share-based compensation arrangements:

• Restricted Founder Shares — created in April 2021;

• The Employee Share Participation Plan (ESPP)–created in July 2021

• The Employee Stock Option Plan (ESOP)–created in July 2021.

All arrangements contain service and performance conditions and are settled with shares of the Company only and meet the definition of share-based compensation arrangements.

With the ESPP and ESOP plans, the Company enables eligible employees and members of the board (“participants”) to participate in the Company at favorable conditions. In December 2021, both plans were amended to add independent contractors to the group of eligible participants.

The purpose of the arrangements is to attract and retain the best available personnel and to provide participants with additional incentive to increase their efforts on behalf and in the best interest of the Company and its subsidiaries.

All awards granted under the different share-based compensation arrangements were classified as equity-settled share-based payments.

The Company has recognized an increase in shareholders’ equity in the consolidated balance sheet as of December 31, 2021 and stock-based compensation expense of USD 9.1 million in the consolidated statement of operations for the period ended December 31, 2021.

As of December 31, 2021, 57,756 treasury shares and 21,812 Common Shares issuable from the authorized conditional capital shares remain available for future grants under the ESPP and the ESOP.

The effect of recording share-based compensation by type of award was as follows:

Compensation Plan	For the period ended December 31, 2021
Restricted Founder Shares, included in severance payment of $4,159,467	$	8,837,092
ESPP		148,835
ESOP		66,982
Total share-based compensation	$	9,052,909

Restricted Founder Shares

In the course of preparing the consolidated financial statements for the period ended December 31, 2021, management identified an error resulting from its failure to correctly account for a reverse vesting condition imposed on certain founder shares pursuant to the shareholders’ agreement that the Company entered into with its shareholders on April 28, 2021. As a result, there was a material error in the interim financial statements for the periods ended June 30, 2021 and September 30, 2021.

Management had originally determined that, in substance, the reverse vesting condition was necessary to induce the sale of the Series A Preferred Shares and did not contain a compensatory element. However, on December 13, 2021 a termination agreement was reached between one of the co-founders and the Company to terminate the contractual relationship and that 57,756 Common Shares would be purchased by the Company. Based on this, the Company reassessed its accounting for the Restricted Founder Shares and concluded that, in substance, they were linked to a service condition and should be accounted for as a share-based compensation arrangement.

Accounting for the Restricted Founder Shares as share-based compensation increased general and administrative expenses to reflect the recognition of the non-cash expense of the fair value of the Restricted Founder Shares at the grant date of April 28, 2021 over the two-year vesting period, and led to corresponding increase in additional paid in capital. The previously unrecognized stock-based compensation expense amounts to USD 1.3 million for the period from inception to June 30, 2021 and to USD 3.0 million for the period from inception to September 30, 2021, causing an increase in net loss, general & administrative expenses and additional paid-in capital of the same amount in the respective periods. Net loss per share was previously presented as USD (47.80) for the period from inception to June 30, 2021, and as USD (70.56) for the period from inception to September 30, 2021. The increase in net loss, and exclusion of unvested Restricted Founder Shares in the denominator leads to corrected values of USD (71.09) for the period from inception to June 30, 2021, and of USD (136.52) for the period from inception to September 30, 2021.

The assumptions used in the valuation of the Restricted Founder Shares awarded under for the period from March 10, 2021 (Inception) to December 31, 2021 are summarized below:

Grant date		4/28/2021
Estimated fair value of Restricted Founder Shares on the grant date (USD)(1)		49
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2)		336.39
Purchase price (CHF)		0.10

____________

(1) The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

Grants awarded Program	Restricted Founder Shares
Awards outstanding at March 10, 2021 (Inception)	—
Awards granted on April 28, 2021	297,000
Repurchase of Common Shares following the resignation of a co-founder on December 13, 2021	(57,756	)
Awards vested at December 31, 2021	(107,244	)
Awards outstanding at December 31, 2021	132,000

At December 31, 2021, the Company had USD 6.4 million of total unrecognized compensation expense related to the Restricted Founder Shares that will be recognized by April 28, 2023 with a monthly compensation expense of USD 403,351.

Employee Share Participation Plan (ESPP) 2021-2025

The assumptions used in the valuation of the grants awarded under the ESPP for the period from March 10, 2021 (Inception) to September 30, 2021 and for the period from September 30, 2021 to December 31, 2021 are separately summarized below:

ESPP 2021
Assumptions for the period from March 10, 2021 (Inception) to September 30, 2021
Grant dates		7/27/2021 & 9/9/2021
Estimated fair value of Common Shares on the grant date (USD)(1)		49
Purchase price (CHF)		0.10

____________

(1) The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

Assumptions for the period from September 30, 2021 to December 31, 2021
Grant dates		10/25/2021
Estimated fair value of Common Shares on the grant date (USD)(2)		336.39
Purchase price (CHF)		0.10

____________

(2) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Grants awarded
Program		ESPP
Awards outstanding at March 10, 2021 (Inception)		—
Awards granted on July 27, 2021		12,212
Awards granted on September 9, 2021		18,317
Awards granted on October 25, 2021		999
Awards outstanding at December 31, 2021		31,528
Awards exercisable at December 31, 2021		—

At December 31, 2021, the Company had USD 1.7 million of total unrecognized compensation expense related to the ESPP that will be recognized over the weighted average period of 3.65 years.

Employee Stock Option Plan (ESOP) 2021-2025

The assumptions used in the valuation of the ESOP grants under the Black-Scholes pricing model for the period from March 10, 2021 (Inception) to September 30, 2021 and for the period from September 30, 2021 to December 31, 2021 are separately summarized below:

ESOP 2021
Assumptions for the period from March 10, 2021 (Inception) to September 30, 2021
Grant date	9/9/2021
Estimated fair value of the option on the grant date using Black-Scholes model (USD)(1)	33
Exercise price (USD)	44
Expected term of the award on the grant date (years)(2)	6
Expected volatility of the share price(3)	75	%
Risk-free interest rate(4)	1	%
Expected dividend rate	—

Assumptions for the period from September 30, 2021 to December 31, 2021
Grant date	10/25/2021
Estimated fair value of the option on the grant date using Black-Scholes model (USD)(5)	336.30
Exercise price (USD)	0.10
Expected term of the award on the grant date (years)(2)	6
Expected volatility of the share price(3)	75	%
Risk-free interest rate(4)	1	%
Expected dividend rate	—

____________

(1) The Company assumed a fair value per Common Share of USD 49 when estimating the fair value of the option. The fair value per Common Share was determined with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

(2) The expected term represents the period that share-based awards are expected to be outstanding.

(3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry.

(4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.

(5) The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Grants awarded
Program	ESOP
Awards outstanding at March 10, 2021 (Inception)	—
Awards granted on September 9, 2021	2,775
Awards granted on October 25, 2021	5,550
Awards forfeited on December 9, 2021	(1,665	)
Awards outstanding at December 31, 2021	6,660
Awards exercisable at December 31, 2021	—

At December 31, 2021, the Company had USD 1.3 million of total unrecognized compensation expense related to the ESOP that will be recognized over the weighted average period of 3.77 years.

Income Taxes

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income taxes

Note 11 — Income taxes

The Company is subject to taxation in Switzerland. During the three months ended March 31, 2022, the Company did not incur any significant income tax expense or benefit as the Company incurred tax losses and provided a full valuation allowance.

The components of income or loss before income tax were as follows:

	Three Months Ended March 31, 2022
Switzerland	$	(15,911,398	)
Foreign		38,588
Total	$	(15,872,810	)

The provision for income taxes differs from the amount computed by applying the statutory income tax rate to loss before income taxes as follows:

	Three Months Ended March 31, 2022
Statutory income tax rate	11.9	%
Change in valuation allowance	(11.9	)%
Effective income tax rate	—	%

Significant components of the Company’s deferred tax assets were:

	March 31, 2022			December 31, 2021
Intangible assets	$	2,963,340		$	2,963,340
Defined benefit plan		17,634			8,497
Net operating loss carry forward		4,751,048			2,873,281
Total deferred tax assets (gross)		7,732,023			5,845,118
Valuation allowance		(7,732,023	)		(5,845,118	)
Total deferred tax asset (net)	$	—		$	—

As of March 31, 2022, the Company’s net deferred tax assets before valuation allowance were USD 7.7 million. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the weight of all evidence, the Company has determined that it is not more likely than not that the net deferred tax assets will be realized. A valuation allowance of USD 7.7 million has been recorded against the deferred tax assets.

As of March 31, 2022, the Company had net operating losses of approximately USD 40.1 million of which USD 24.2 million will expire in 2028 and USD 15.8 million will expire in 2029.

The Company’s net operating losses will not be subject to any limitation due to the change in the ownership according to Swiss Tax Code.

The Company has no unrecognized tax benefits and does not expect that uncertain tax benefits will change significantly in the next twelve months.

Note 12 — Income taxes

The Company is subject to taxation in the Canton of Zug, Switzerland. During the period ended December 31, 2021, the Company did not incur any significant income tax expense or benefit as the Company incurred tax losses and provided a full valuation allowance.

The components of income or loss before income tax were as follows:

	For the period from March 10, 2021 (Inception) to December 31, 2021
Switzerland	$	(53,663,726	)
Foreign		24,866
Total	$	(53,638,860	)

The provision for income taxes differs from the amount computed by applying the statutory income tax rate to loss before income taxes as follows:

	For the period from March 10, 2021 (Inception) to December 31, 2021
Statutory income tax rate	11.9	%
Non-deductible expense	(10.9	)%
Change in valuation allowance	(1.0	)%
Other	0.0	%
Effective income tax rate	0.0	%

Significant components of the Company’s deferred tax assets (liabilities) were:

	December 31, 2021
Intangible assets	$	2,963,340
Defined benefit plan		8,497
Net operating loss carry forward		2,873,281
Total deferred tax assets (gross)		5,845,118
Valuation allowance		(5,845,118	)
Total deferred tax asset (net)	$	—

As of December 31, 2021, the Company’s net deferred tax assets before valuation allowance were USD 5.8 million. In assessing the realizability of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the weight of all evidence, the Company has determined that it is not more likely than not that the net deferred tax assets will be realized. A valuation allowance of USD 5.8 million has been recorded against the deferred tax assets.

As of December 31, 2021, the Company had net operating losses of approximately USD 24.2 million which will expire in 2028. The Company’s net operating losses will not be subject to any limitation due to the change in the ownership according to Swiss Tax Code.

The Company has no unrecognized tax benefits and does not expect that uncertain tax benefits will change significantly in the next twelve months.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Accounting Policies, by Policy (Policies) [Line Items]

Accounting Policies, by Policy (Policies)

3 Months Ended

10 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Basis of presentation

Use of Estimates

Use of estimates

• Determining whether the in-process research and development expenditure (“IPR&D”) has an alternative future use (Note 3);

• Estimating the fair value of the portion of the aggregate purchase price relating to its own shares in connection with the acquisition of the in-license agreement (Note 9);

• Determining assumptions used in determining the fair value of share-based compensation (Note 11); and

• Estimating the recoverability of the deferred tax asset (Note 12).

Cash and Cash Equivalents

Cash and cash equivalents

Income taxes

Net Loss Per Ordinary Share

Net loss per share

Concentration of Credit Risk

Concentration of credit risk

Recent Accounting Standards

Recent accounting pronouncements not yet adopted

Fair value measurements

There are three levels of inputs to fair value measurements:

• Level 1, meaning the use of quoted prices for identical instruments in active markets;

• Level 3, meaning the use of unobservable inputs. Observable market data is used when available.

Transfers between Levels 1, 2 or 3 within the fair value hierarchy are recognized at the end of the reporting period when the respective transaction occurred.

Segment information

Property and equipment

Share-based transaction

Goods or services received in a share-based payment transaction are measured using a fair value-based measure.

Foreign currency

Acquisitions

Future royalty payments due on net sales will be recognized in cost of goods sold when net sales are recognized.

Pension accounting

Significant accounting policies

Accounting Policies, by Policy (Policies) [Line Items]

Basis of presentation

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering (see Note 1).

Class A Ordinary Shares Subject to Possible Redemption

At December 31, 2021, the Class A Ordinary Shares reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A Ordinary Shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A Ordinary Shares subject to possible redemption	$	115,000,000

Class A Ordinary Shares Subject to Possible Redemption

At December 31, 2021 and 2020, the Class A ordinary shares reflected in the balance sheets are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Income taxes

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Loss Per Ordinary Share

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):

	Three Months Ended March 31,
	2022						2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(2,176,839	)	$	(526,882	)	$	(61,476	)	$	(14,815	)
Denominator:
Basic and diluted weighted average shares outstanding		11,878,208			2,875,000			11,930,000			2,875,000
Basic and diluted net loss per ordinary share	$	(0.18	)	$	(0.18	)	$	(0.01	)	$	(0.01	)

Net Income (Loss) Per Ordinary Share

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

	Year Ended December 31, 2021						For the Period from August 13, 2020 (Inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(3,660,511	)	$	(882,143	)	$	(63,409	)	$	(27,429	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			6,232,090			2,695,896
Basic and diluted net loss per ordinary share	$	(0.31	)	$	(0.31	)	$	(0.01	)	$	(0.01	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage amount of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Proceeds Held in Trust Account

Share Redemption Liability

Capital Contributions PIPE

Capital Contributions — PIPE

Basis of Presentation and Significant Accounting Policies (Tables) - Helix Acquisition Corp.[Member]

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Basis of Presentation and Significant Accounting Policies (Tables) [Line Items]

Schedule of Class A ordinary shares reflected in the condensed balance sheets

Gross proceeds	$	115,000,000
Less:
Class A Ordinary Shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A Ordinary Shares subject to possible redemption	$	115,000,000

Gross proceeds	$	115,000,000
Less:
Class A ordinary shares issuance costs		(6,750,445	)
Plus:
Accretion of carrying value to redemption value		6,750,445
Class A ordinary shares subject to possible redemption	$	115,000,000

Schedule of basic and diluted net loss per ordinary share

	Three Months Ended March 31,
	2022						2021
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(2,176,839	)	$	(526,882	)	$	(61,476	)	$	(14,815	)
Denominator:
Basic and diluted weighted average shares outstanding		11,878,208			2,875,000			11,930,000			2,875,000
Basic and diluted net loss per ordinary share	$	(0.18	)	$	(0.18	)	$	(0.01	)	$	(0.01	)

	Year Ended December 31, 2021						For the Period from August 13, 2020 (Inception) through December 31, 2020
	Class A			Class B			Class A			Class B
Basic and diluted net loss per ordinary share
Numerator:
Allocation of net loss, as adjusted	$	(3,660,511	)	$	(882,143	)	$	(63,409	)	$	(27,429	)
Denominator:
Basic and diluted weighted average shares outstanding		11,930,000			2,875,000			6,232,090			2,695,896
Basic and diluted net loss per ordinary share	$	(0.31	)	$	(0.31	)	$	(0.01	)	$	(0.01	)

Shareholders’ deficit (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Shareholders’ Equity (deficit) [Abstract]

Schedule of share consolidation

	Series A Preferred Shares(1)		Common Shares(1)		Common Shares Held In Treasury(2)
	Authorized	Issued	Authorized	Issued	Common Shares Held In Treasury(2)
Balance – December 31, 2021	680,196	680,196	390,000	361,528	57,756
Share-based payment under the equity incentive plan ESPP	—	—	—	—	(35,000	)
Balance – March 31, 2022	680,196	680,196	390,000	361,528	22,756

	Series A Preferred Shares(1)		Common Shares(1)				Common Shares Held In Treasury(2)
	Authorized	Issued	Authorized		Issued		Common Shares Held In Treasury(2)
At incorporation March 10, 2021	—	—	1,060,000		1,000,000		—
Conversion of transferred Common Shares into Series A Preferred Shares	670,000	670,000	(670,000	)	(670,000	)	—
Preferred Shares purchased by a director following appointment as chairman of the Board	10,196	10,196	—		—		—
Share-based payment under the equity incentive plan (ESPP)	—	—	—		31,528		—
Repurchase of 57,756 Common Shares following the resignation of a co-founder	—	—	—		—		(57,756	)
At December 31, 2021	680,196	680,196	390,000		361,528		(57,756	)

Fair Value Measurements (Tables) - Helix Acquisition Corp.[Member]

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Fair Value Measurements (Tables) [Line Items]

Schedule of fair value of held-to-maturity securities on a recurring basis

		Held-To-Maturity		Level		Amortized Cost			Gross Holding Gain			Fair Value
December 31, 2020		U.S. Treasury Securities (Matured on 1/21/21)		1		$	115,014,460		$	1,417		$	115,015,877

Schedule of fair value of assets measured on recurring basis

Description	Level	March 31, 2022	December 31, 2021
Assets:
Proceeds held in Trust Account	1	115,051,039	115,042,608

Level:		Assets:		Fair Value
1		Investments held in Trust Account		$	115,042,608

Prepaid Expenses (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Prepaid Expenses [Abstract]

Schedule of prepaid expenses

	March 31, 2022		December 31, 2021
Advances on non-clinical research and clinical development services	$	2,030,013	$	547,586
Advances on supply and manufacturing services		100,793		750,622
Advances on insurances		41,035		23,141
Advances on other consulting and advisory services		21,013		31,930
Advances on rent/leases		12,910		12,942
Other prepayments		91,282		82,875
Total	$	2,297,046	$	1,449,096

	December 31, 2021
Advances on supply and manufacturing services	$	756,805
Advances on non-clinical research and clinical development services		524,342
Other prepayments		167,949
Total	$	1,449,096

Trade and Other Payables (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of trade and other payables

	March 31, 2022		December 31, 2021
Legal and IP advisory fees payable	$	1,860,884	$	1,233,070
Research and development services		1,079,372		50,088
Supply and manufacturing fees payable		489,566		183,298
Other consulting and advisory services		173,289		71,938
Other payables		213,453		30,896
Total	$	3,816,564	$	1,569,290

	December 31, 2021
Legal and IP advisory fees payable	$	1,233,070
Supply and manufacturing fees payable		195,378
Other payables		140,842
Total	$	1,569,290

Accrued expenses and other current liabilities (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of accrued expenses and other current liabilities

	March 31, 2022		December 31, 2021
Accrued bonuses and related employees compensation expenses	$	1,932,400	$	1,419,137
Accrued license fees		1,023,358		2,055,687
Accrued consultant and other fees		162,774		49,211
Tax liabilities		55,172		63,922
Accrued legal fees		369		930,354
Total	$	3,174,073	$	4,518,311

	December 31, 2021
Accrued license fees	$	2,055,687
Accrued bonuses and related employees compensation expenses		1,419,137
Accrued legal fees		930,354
Accrued consultant and other fees		113,133
Total	$	4,518,311

Employee Benefit Plans (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Retirement Benefits [Abstract]

Schedule of projected benefit obligations

	December 31, 2021
Beginning PBO	$	—
Service cost		143,467
Contributions by plan participants		64,954
Actuarial losses		174,012
Transfers in		931,257
Foreign currency exchange rates changes		9,184
Ending PBO	$	1,322,874

Schedule of projected plan assets

	December 31, 2021
Beginning fair value of plan assets	$	—
Actual return on plan assets		5,835
Contributions by the Company		73,448
Contributions by plan participants		64,954
Transfers in		931,257
Foreign currency exchange rates changes		7,520
Ending fair value of plan assets	$	1,083,014

Schedule of consolidated balance sheet

	December 31, 2021
Fair value of plan assets	$	1,083,014
Present value of projected benefit obligation		(1,322,874	)
Funded status	$	(239,860	)

Schedule of accumulated other comprehensive loss

		December 31, 2021
Actuarial loss		$	168,177

Schedule of assumptions used to calculate the ASC 715 liabilities

		Assumptions at December 31, 2021
Discount rate		0.40% p.a.
Expected return on plan assets		1.50% p.a.
Long-term expected rate of salary increase		1.60% p.a.

Schedule of allocation of plan assets

		December 31, 2021
Equities		35.13%
Bonds		30.89%
Mortgages		3.83%
Liquidity		2.90%
Real estate		24.37%
Alternative investments		2.88%

Schedule of net periodic benefit cost under the plan

	Pension Benefits Three Months Ended March 31, 2022
Service Cost	$	116,165
Interest Cost		1,302
Expected return on plan assets		(3,998	)
Amortization of unrecognized loss		467
Net periodic benefit cost	$	113,936

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Schedule of loss per share calculations

Net Loss Per Common Share (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Numerator
Net loss	$	(15,880,142	)

Denominator
Total weighted average number of shares	$	149,044

Net loss per share – basic and diluted	$	(106.55	)

Numerator
Net loss	$	(53,643,615	)

Denominator
Total weighted average number of shares		233,086

Net loss per share – basic and diluted	$	(230.15	)

Share-Based Compensation (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Share-Based Compensation [Abstract]

Schedule of share-based compensation

Compensation Plan	Three Months Ended March 31, 2022
Restricted Founder Shares	$	1,210,082
ESPP		692,678
ESOP		86,111
Total share-based compensation	$	1,988,871

Compensation Plan	For the period ended December 31, 2021
Restricted Founder Shares, included in severance payment of $4,159,467	$	8,837,092
ESPP		148,835
ESOP		66,982
Total share-based compensation	$	9,052,909

Schedule of valuation of the restricted founder shares

Grant date		4/28/2021
Estimated fair value of Restricted Founder Shares on the grant date (USD)(1)		49
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2)		336.39
Purchase price (CHF)		0.10

Grant date		4/28/2021
Estimated fair value of Restricted Founder Shares on the grant date (USD)(1)		49
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2)		336.39
Purchase price (CHF)		0.10

(1) The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

Schedule of grants awarded Program

Program	Restricted Founder Shares
Awards outstanding at January 1, 2022	132,000
Awards vested for the three months ended March 31, 2022	(24,750	)
Awards outstanding at March 31, 2022	107,250

Grants awarded Program	Restricted Founder Shares
Awards outstanding at March 10, 2021 (Inception)	—
Awards granted on April 28, 2021	297,000
Repurchase of Common Shares following the resignation of a co-founder on December 13, 2021	(57,756	)
Awards vested at December 31, 2021	(107,244	)
Awards outstanding at December 31, 2021	132,000

Schedule of ESOP grants under the black-scholes pricing model

ESPP 2021
Assumptions for the period from March 10, 2021 (Inception) to September 30, 2021
Grant dates		7/27/2021 & 9/9/2021
Estimated fair value of Common Shares on the grant date (USD)(1)		49
Purchase price (CHF)		0.10

(1) The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

Schedule of fair value common shares with reference to the market based transaction

Grant dates		01/18/2022
Estimated fair value of Common Shares on the grant date (USD)(1)		336.39
Purchase price (CHF)		0.10

Assumptions for the period from September 30, 2021 to December 31, 2021
Grant dates		10/25/2021
Estimated fair value of Common Shares on the grant date (USD)(2)		336.39
Purchase price (CHF)		0.10

Schedule of grants awarded program ESPP and ESOP

Grants awarded
Program		ESPP
Awards outstanding at March 10, 2021 (Inception)		—
Awards granted on July 27, 2021		12,212
Awards granted on September 9, 2021		18,317
Awards granted on October 25, 2021		999
Awards outstanding at December 31, 2021		31,528
Awards exercisable at December 31, 2021		—

Grants awarded
Program	ESOP
Awards outstanding at March 10, 2021 (Inception)	—
Awards granted on September 9, 2021	2,775
Awards granted on October 25, 2021	5,550
Awards forfeited on December 9, 2021	(1,665	)
Awards outstanding at December 31, 2021	6,660
Awards exercisable at December 31, 2021	—

Schedule of ESOP grants under the black-scholes pricing model

Program		ESPP
Awards outstanding at January 1, 2022		31,528
Awards granted on January 18, 2022		35,000
Awards outstanding at March 31, 2022		66,528
Awards exercisable at March 31, 2022		—

Program		ESOP
Awards outstanding at January 1, 2022		6,660
Awards granted		—
Awards outstanding at March 31, 2022		6,660
Awards exercisable at March 31, 2022		—

ESOP 2021
Assumptions for the period from March 10, 2021 (Inception) to September 30, 2021
Grant date	9/9/2021
Estimated fair value of the option on the grant date using Black-Scholes model (USD)(1)	33
Exercise price (USD)	44
Expected term of the award on the grant date (years)(2)	6
Expected volatility of the share price(3)	75	%
Risk-free interest rate(4)	1	%
Expected dividend rate	—

Assumptions for the period from September 30, 2021 to December 31, 2021
Grant date	10/25/2021
Estimated fair value of the option on the grant date using Black-Scholes model (USD)(5)	336.30
Exercise price (USD)	0.10
Expected term of the award on the grant date (years)(2)	6
Expected volatility of the share price(3)	75	%
Risk-free interest rate(4)	1	%
Expected dividend rate	—

(3) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry.

(4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.

Income Taxes (Tables)

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income or loss before income tax

	Three Months Ended March 31, 2022
Switzerland	$	(15,911,398	)
Foreign		38,588
Total	$	(15,872,810	)

	For the period from March 10, 2021 (Inception) to December 31, 2021
Switzerland	$	(53,663,726	)
Foreign		24,866
Total	$	(53,638,860	)

Schedule of income tax rate to loss before income taxes

	Three Months Ended March 31, 2022
Statutory income tax rate	11.9	%
Change in valuation allowance	(11.9	)%
Effective income tax rate	—	%

	For the period from March 10, 2021 (Inception) to December 31, 2021
Statutory income tax rate	11.9	%
Non-deductible expense	(10.9	)%
Change in valuation allowance	(1.0	)%
Other	0.0	%
Effective income tax rate	0.0	%

Schedule of deferred tax assets liabilities

	March 31, 2022			December 31, 2021
Intangible assets	$	2,963,340		$	2,963,340
Defined benefit plan		17,634			8,497
Net operating loss carry forward		4,751,048			2,873,281
Total deferred tax assets (gross)		7,732,023			5,845,118
Valuation allowance		(7,732,023	)		(5,845,118	)
Total deferred tax asset (net)	$	—		$	—

	December 31, 2021
Intangible assets	$	2,963,340
Defined benefit plan		8,497
Net operating loss carry forward		2,873,281
Total deferred tax assets (gross)		5,845,118
Valuation allowance		(5,845,118	)
Total deferred tax asset (net)	$	—

Description of Organization and Business Operations (Details) - USD ($)					1 Months Ended	3 Months Ended		5 Months Ended	10 Months Ended	12 Months Ended
	Apr. 05, 2022	Oct. 15, 2021	Oct. 04, 2021	Oct. 04, 2021	Oct. 22, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Feb. 20, 2022	Dec. 13, 2021
Description of Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)						22,756						57,756
Cash						$ 8,834,158			$ 8,038,845	$ 8,038,845
Diluted shares (in Shares)						360,000,000			360,000,000
Licensing agreement						$ 69,500,000			$ 53,600,000	53,600,000
Current assets						25,300,000			11,500,000	11,500,000
Unrestricted Cash						$ 8,800,000			$ 8,000,000	$ 8,000,000
Loan agreement		$ 15,000,000
Financial loan											$ 15,000,000
Related expenses	$ 134,700,000		$ 216,300,000
Ordinary shares closing (in Shares)						338,772			303,772	303,772
Ordinary shares par value (in Dollars per share)						$ 0.1			$ 0.1	$ 0.1
Helix ordinary shares (in Shares)						361,528			361,528	361,528
Transaction costs									$ 600,000	$ 600,000
Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)								11,500,000
Share price per share (in Dollars per share)					$ 10
Gross proceeds					$ 115,000,000
Sale of shares (in Shares)									430,000	430,000
Transaction costs									$ 6,750,447	$ 6,750,447
Underwriting fees						$ 2,300,000			2,300,000
Deferred underwriting fees						4,025,000			4,025,000
Other offering costs						425,447			$ 425,447
Net proceeds from sale of units					$ 115,000,000
Fair market value, percentage									80.00%
Acquires, percentage									50.00%
Percentage of restricted redeeming shares									20.00%	20.00%
Public shares, percentage									100.00%
Interest to pay dissolution expenses									$ 100,000
Price per share (in Dollars per share)									$ (10)	$ (10)
Transaction agreement, description									In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.
Operating bank accounts						101,000,000			$ 700,000
Working capital						5,800,000			3,100,000	$ 3,100,000
Cash						23,336		$ 1,335,924	666,790	666,790
Loan amount									$ 300,000
Unrestricted Cash						101,000,000
Transaction expense						134,646,009
Loan repayment						15,000,000
Helix Acquisition Corp.[Member] \| Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)					11,500,000
Share price per share (in Dollars per share)					$ 10
Gross proceeds						$ 115,000,000				$ 115,000,000
Helix Acquisition Corp.[Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)					1,500,000
Share price per share (in Dollars per share)					$ 10
Number of units issued in transaction (in Shares)					1,500,000
Helix Acquisition Corp.[Member] \| Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)						$ 10			$ 10	$ 10
Gross proceeds						$ 4,300,000
Sale of shares (in Shares)						430,000			430,000	430,000
Helix Acquisition Corp.[Member] \| PIPE Investors [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)			$ 10	$ 10
Gross proceeds				$ 116,000,000
Sale of shares (in Shares)			100,000	100,000
Subscribed for ordinary shares (in Shares)			11,700,000	11,700,000
Shares issued (in Shares)				11,600,000
Aggregate fees				$ 1,000,000
Helix Acquisition Corp.[Member] \| Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share price per share (in Dollars per share)					$ 10
Class B Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Ordinary shares closing (in Shares)						2,875,000		2,875,000	2,875,000	2,875,000
Ordinary shares par value (in Dollars per share)						$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Helix ordinary shares (in Shares)						2,875,000		2,875,000	2,875,000	2,875,000
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of shares (in Shares)						8,080,645
Ordinary shares closing (in Shares)						3,849,355		430,000	430,000	430,000
Ordinary shares par value (in Dollars per share)						$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Converted ordinary shares par value (in Shares)						0.0001
BVF Shareholders (in Shares)						18,501,284
Helix ordinary shares (in Shares)						3,849,355		430,000	430,000	430,000
Aggregate ordinary shares (in Shares)						11,700,000
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member] \| Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued in transaction (in Shares)					11,500,000
Share price per share (in Dollars per share)					$ 10
Class C Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Ordinary shares par value (in Dollars per share)						$ 0.0001
Helix ordinary shares (in Shares)						15,775,472
Biotechnology Value Fund, L.P., [Member]
Description of Organization and Business Operations (Details) [Line Items]
Loan agreement		8,139,000
Biotechnology Value Fund II, L.P., [Member]
Description of Organization and Business Operations (Details) [Line Items]
Loan agreement		5,946,000
Biotechnology Value Trading Fund OS [Member]
Description of Organization and Business Operations (Details) [Line Items]
Loan agreement		$ 915,000
Business Combination [Member] \| Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination, description						(i) Two business days prior to the Closing Date, the ML Parties and MoonLake AG effectuated a restructuring of MoonLake AG’s share capital to, among other things, (x) convert the existing Series A preferred shares of MoonLake AG, par value of CHF 0.10 per share, into an equal number of common shares of MoonLake AG with a par value CHF 0.10 per share (the “MoonLake AG Common Shares”), such that the ML Parties held a single class of capital stock of MoonLake AG immediately prior to the Closing and (y) approve a capital increase for the issuance of 4,006,736 Class V Voting Shares of MoonLake AG, par value CHF 0.01 per share (“MoonLake AG Class V Voting Shares”), to Helix, each Class V Voting Share due to its lower par value having ten times the voting power of a MoonLake AG Common Share (the “Restructuring”).			Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).
Redeem percentage									100.00%	100.00%
Transaction costs						$ 6,750,447
Sponsor [Member] \| Helix Acquisition Corp.[Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds									$ 4,300,000
Cash									$ 25,000	$ 25,000
Sponsor [Member] \| Class B Ordinary Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)							718,750

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)		3 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2021	Jan. 18, 2022	Dec. 13, 2021	Mar. 31, 2021	Dec. 31, 2020
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Ordinary share subject to possible redemption		$ 8,080,645
Federal depository insurance coverage		$ 250,000
Transaction loss			$ 59,660
Share issued (in Shares)		22,756				57,756
Per share (in Dollars per share)	$ 0.1		$ 0.1	$ 0.1	$ 0.1
Gross proceeds		$ 115,000,000
Helix Acquisition Corp.[Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000		$ 250,000	$ 250,000			$ 250,000
Restricted cash	$ 0	$ 101,000,000	$ 0	$ 0
Share issued (in Shares)	430,000		430,000	430,000
Gross proceeds				$ 115,000,000
Class A Ordinary Shares [Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Per share (in Dollars per share)		$ 10
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Ordinary share subject to possible redemption	$ 11,500,000		$ 11,500,000	$ 11,500,000				$ 11,500,000
Share issued (in Shares)		8,080,645
Shares redeemed (in Shares)		8,080,645
Possible redemption per share (in Dollars per share)		$ 10
Shares previously classified (in Shares)		3,419,355
Shares previously classified (in Shares)		3,419,355
PIPE [Member] \| Helix Acquisition Corp.[Member]
Basis of Presentation and Significant Accounting Policies (Details) [Line Items]
Share issued (in Shares)		11,600,000
Per share (in Dollars per share)		$ 10
Investors collectively subscribed (in Shares)		11,700,000
Gross proceeds		$ 116,000,000
Capital contributions	$ 0	$ 116,000,000

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of class A ordinary shares reflected in the condensed balance sheets - Helix Acquisition Corp.[Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Condensed Balance Sheet Statements, Captions [Line Items]
Gross proceeds	$ 115,000,000
Less:
Class A ordinary shares issuance costs	(6,750,445)
Plus:
Accretion of carrying value to redemption value	6,750,445
Class A ordinary shares subject to possible redemption	$ 115,000,000

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per ordinary share - Helix Acquisition Corp.[Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class A
Numerator:
Allocation of net loss, as adjusted	$ (3,660,511)	$ (63,409)
Denominator:
Basic and diluted weighted average shares outstanding	11,930,000	6,232,090
Basic and diluted net loss per ordinary share	$ (0.31)	$ (0.01)
Class B
Numerator:
Allocation of net loss, as adjusted	$ (882,143)	$ (27,429)
Denominator:
Basic and diluted weighted average shares outstanding	2,875,000	2,695,896
Basic and diluted net loss per ordinary share	$ (0.31)	$ (0.01)

Per basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(12))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(14))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Initial Public Offering (Details) - Helix Acquisition Corp.[Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Public shares	11,500,000	11,500,000
Share purchase price (in Dollars per share)	$ 10	$ 10
Gross proceeds (in Dollars)	$ 115,000,000	$ 115,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Public shares	1,500,000	1,500,000

Private Placement (Details) - Helix Acquisition Corp.[Member] - Private Placement [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Private Placement (Details) [Line Items]
Aggregate of purchase shares	430,000	430,000
Share price per share		$ 10
Aggregate purchase price	$ 4,300,000	$ 4,300,000
Share price per share	$ 10	$ 10

Related Party Transactions (Details) - USD ($)			1 Months Ended			3 Months Ended		5 Months Ended	10 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 19, 2020	Feb. 20, 2020	Mar. 31, 2021	Oct. 22, 2020	Sep. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2021
Related Party Transactions (Details) [Line Items]
Offering and formation costs	$ 25,000
Shares issued (in Shares)						107,250			132,000
Administrative service expense				$ 10,000
Payments for fees									$ 195,378
Accrued expenses						$ 30,000
Transferred shares (in Shares)					30,000
Working capital loans						$ 150,000			0
Finance the business combination loan amount		$ 15,000,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Founder shares forfeited (in Shares)					375,000
Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Offering and formation costs	$ 25,000
Shares issued (in Shares)					30,000
Administrative service expense				$ 10,000
Payments for fees								$ 20,000	120,000
Accrued expenses								$ 20,000	140,000
Finance the business combination loan amount									$ 9,100,000
Helix Acquisition Corp.[Member] \| Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Founder shares forfeited (in Shares)					375,000
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Related Party Transaction, Terms and Manner of Settlement	3,593,750
Class B Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)						2,875,000		2,875,000	2,875,000
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)						$ 12
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)						3,849,355		430,000	430,000
Share price (in Dollars per share)									$ 12
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Description of business combination						Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares.
Business Combination [Member] \| Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Description of business combination									Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into shares at a price of $10.00 per share. Such shares would be identical to the Private Placement Shares.
Founder Shares [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)							2,875,000
Founder Shares [Member] \| Class B Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)	3,593,750		2,875,000
Sponsor [Member] \| Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)							718,750
Sponsor [Member] \| Class B Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Related Party Transactions (Details) [Line Items]
Transferred shares (in Shares)			718,750

Commitments and Contingencies (Details) - USD ($)			3 Months Ended	5 Months Ended	10 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Oct. 04, 2021	Feb. 20, 2020	Mar. 31, 2022	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Underwriting deferred fee, per share (in Dollars per share)			$ 0.35
Business combination aggregate amount		$ 15,000,000
Aggregate amount			$ 4,025,000
Deferred fee per share (in Dollars per share)			$ 0.35
Agreements amounted					$ 10,700,000	$ 10,700,000
Consolidated statement of operations					1,300,000
Increase (Decrease) in Prepaid Expenses, Other					$ 900,000
Total committed amount			$ 65,800,000
Helix Acquisition Corp.[Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting deferred fee, per share (in Dollars per share)					$ 0.35
Deferred underwriting fee					$ 4,025,000
Fully diluted shares (in Shares)					360,000,000
Subscribed share (in Shares)	11,500,000
Aggregate purchase price	$ 115,000,000
Business combination aggregate amount					$ 9,100,000
Annual compensation					$ 35,000
Aggregate amount				$ 4,025,000
Helix Acquisition Corp.[Member] \| Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting deferred fee, per share (in Dollars per share)					$ 0.35
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Commitments and Contingencies (Details) [Line Items]
Fully diluted shares (in Shares)						11,930,000	6,232,090
Price per share (in Dollars per share)	$ 10
Board Member Agreements [Member]
Commitments and Contingencies (Details) [Line Items]
Annual compensation			35,000
MoonLake [Member]
Commitments and Contingencies (Details) [Line Items]
Business combination aggregate amount			$ 9,100,000

Shareholders’ Equity (deficit) (Details)			1 Months Ended			3 Months Ended	10 Months Ended		12 Months Ended
Shareholders’ Equity (deficit) (Details)	Dec. 13, 2021 USD ($)	Sep. 09, 2021 shares	Oct. 25, 2021 shares	Jul. 27, 2021 USD ($) shares	Apr. 28, 2021 USD ($) $ / shares shares	Mar. 31, 2022 $ / shares SFr / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2021 $ / shares SFr / shares shares	Dec. 31, 2021 $ / shares shares	Mar. 31, 2022 SFr / shares shares	Jan. 18, 2022 shares	Dec. 13, 2021 CHF (SFr) SFr / shares shares	Jul. 27, 2021 SFr / shares	May 05, 2021 shares	Apr. 28, 2021 CHF (SFr) shares	Apr. 23, 2021 $ / shares shares	Apr. 23, 2021 SFr / shares shares	Mar. 29, 2021 USD ($)	Mar. 29, 2021 CHF (SFr)	Dec. 31, 2020 $ / shares shares	Sep. 30, 2020 shares
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized					99,000										99,000	99,000	99,000
Ordinary Shares, par value (in Dollars per share) \| $ / shares						$ 0.1	$ 0.1	$ 0.1	$ 0.1
Ordinary shares, issued						107,250	132,000	132,000	132,000	107,250
Preferred shares, par value (in Francs per share) \| SFr / shares										SFr 0.1
Registered shares (in Francs per share) \| SFr / shares						$ 0.1
Common shares acquired						66,528				66,528
Share capital						44,568				44,568
Common Share, par value \| (per share)					$ 49					SFr 0.1		SFr 0.1
Unallocated common shares						22,756				22,756		57,756
Registered shares, par value (in Francs per share) \| SFr / shares								$ 0.1
Issuance of common shares							1,000,000	1,000,000	1,000,000
Fair value \| (per share)					$ 49		$ 0.1065	$ 0.1
Cash amounting																		$ 106,507	SFr 100,000
Nominal par value \| (per share)																$ 0.1065	SFr 0.1
Total purchase price					$ 61,398										SFr 57,100
Additional capital contributions (in Dollars) \| $					27,900,000
Share issuance costs (in Dollars) \| $					$ 279,364
Shareholders’ agreement percentage					90.00%
Chairman (in Dollars) \| $				$ 500,000
Common shares granted							297,000	297,000
Common shares acquired		2,775	5,550
Canceled common shares		1,665
Remaining common shares												52,244
Common shares fully vested												39,875
Share-based compensation (in Dollars) \| $	$ 4,200,000
Treasury Shares [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized												57,756
Common Share, par value \| SFr / shares												SFr 0.1
Registered shares, par value (in Francs per share) \| SFr / shares								$ 0.1
Conditional Share Capital [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized												60,000
Common Share, par value \| SFr / shares												SFr 0.1
Share capital amount (in Francs) \| SFr												SFr 6,000
Equity Incentive Plan [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized												21,812
Common shares acquired						6,660				6,660		6,660
Common Share, par value \| SFr / shares												SFr 0.1
Common Shares repurchase											35,000
Common shares granted		18,317	999	12,212
Common share issued												31,528
Restricted Founder Shares [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized					110,000										110,000
Helix Acquisition Corp.[Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Preference shares, authorized						5,000,000	5,000,000	5,000,000	5,000,000	5,000,000										5,000,000
Preference shares, par value (in Dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001											$ 0.0001
Ordinary shares, issued																					30,000
Unallocated common shares							430,000	430,000	430,000
Helix Acquisition Corp.[Member] \| Founder Share [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Description of number of vote						In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A Ordinary Shares will have one vote for every Class A Ordinary Share.	In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.	In a vote to continue the Company in a jurisdiction outside the Cayman Islands (which required the approval of at least two-thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share.
Class A Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized						500,000,000	500,000,000	500,000,000	500,000,000	500,000,000
Ordinary Shares, par value (in Dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001											$ 0.0001
Description of number of vote						Holders of Class A Ordinary Shares are entitled to one vote for each share.	Holders of Class A ordinary shares are entitled to one vote for each share.	Holders of Class A ordinary shares are entitled to one vote for each share.
Ordinary shares, issued						3,849,355	430,000	430,000	430,000	3,849,355										430,000
Ordinary shares, outstanding						3,849,355	430,000	430,000	430,000	3,849,355										430,000
Ordinary share subject to possible redemption						11,500,000	11,500,000	11,500,000	11,500,000	11,500,000
Shares conversion, percentage						20.00%			20.00%
Unallocated common shares						8,080,645				8,080,645
Class B Ordinary Shares [Member] \| Helix Acquisition Corp.[Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized						50,000,000	50,000,000	50,000,000	50,000,000	50,000,000
Ordinary Shares, par value (in Dollars per share) \| $ / shares						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001											$ 0.0001
Description of number of vote						Holders of the Class B Ordinary Shares are entitled to one vote for each share.	Holders of the Class B ordinary shares are entitled to one vote for each share.	Holders of the Class B ordinary shares are entitled to one vote for each share.
Ordinary shares, issued						2,875,000	2,875,000	2,875,000	2,875,000	2,875,000										2,875,000
Ordinary shares, outstanding						2,875,000	2,875,000	2,875,000	2,875,000	2,875,000										2,875,000
Common Share, par value \| $ / shares						$ 0.0001
Series A Preferred Shares [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Preference shares, authorized						680,196	680,196	680,196	680,196	680,196
Preference shares, par value (in Dollars per share) \| $ / shares						$ 0.1	$ 0.1	$ 0.1	$ 0.1
Ordinary shares, authorized					571,000									670,000	571,000
Preferred shares, par value (in Francs per share) \| SFr / shares													SFr 0.1
Preferred shares, shares issued				10,196
Mr. Ploos van Amstel [Member] \| Conditional Share Capital [Member]
Shareholders’ Equity (deficit) (Details) [Line Items]
Ordinary shares, authorized												12,369

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
US Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held-in-trust	$ 115,051,039	$ 115,042,608
Helix Acquisition Corp.[Member]
Fair Value Measurements (Details) [Line Items]
Assets held-in-trust		$ 115,042,608	$ 457
Helix Acquisition Corp.[Member] \| US Treasury Securities [Member]
Fair Value Measurements (Details) [Line Items]
Assets held-in-trust			$ 115,014,460

Fair Value Measurements (Details) - Schedule of fair value of held-to-maturity securities on a recurring basis - Level 1 [Member] - U.S. Treasury Securities (Matured on 1/21/21) [Member] - Helix Acquisition Corp.[Member]	12 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Held-To-Maturity	U.S. Treasury Securities (Matured on 1/21/21)
Amortized Cost	$ 115,014,460
Gross Holding Gain	1,417
Fair Value	$ 115,015,877

Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis	Dec. 31, 2021 USD ($)
Level 1 [Member] \| Investments held in Trust Account [Member] \| Helix Acquisition Corp.[Member]
Fair Value Measurements (Details) - Schedule of fair value of assets measured on recurring basis [Line Items]
Investments held in Trust Account	$ 115,042,608

Subsequent Events (Details) - USD ($)						3 Months Ended	10 Months Ended
Subsequent Events (Details) - USD ($)	May 01, 2022	Apr. 11, 2022	Apr. 05, 2022	Feb. 20, 2022	Jan. 18, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Agreement amount							$ 63,300,000
Share issued (in Shares)					35,000
Fair value per share (in Dollars per share)					$ 336.39
Aggregate fair value of the additional grants							$ 11,800,000
Loan amount				$ 15,000,000
Share-based compensation plan	the Company awarded 1,110 options to acquire Common Shares under the ESOP. The Company estimated the fair value per share to be USD 208.56. The fair value was determined by multiplying the share price of MoonLake Immunotherapeutics as of May 1, 2022 by the Exchange Ratio, and the aggregate fair value of the additional grants is approximately USD 0.3 million.		In connection with the Business Combination, holders of 8,080,645 shares of Class A Ordinary Shares exercised their rights to redeem those shares for cash at an approximate price of $10.00444 per share, for an aggregate of approximately $80.8 million, which was paid to such holders on the Closing Date.	At Closing of the Business Combination with Helix, Cormorant has the option to transfer its rights and obligations to Helix and thereby offset its investment commitment with Helix as a PIPE investor. If the Business Combination is terminated and if prior to June 30, 2022, or prior to repayment of the loan, the Company consummates another equity financing round, Cormorant is entitled to convert the loan into the most senior class of equity securities issued by the Company at a price equal to equal to 80% of the subscription price paid by the investors in such financing round.
Fair market value percentage				80.00%
Helix [Member]
Subsequent Events (Details) [Line Items]
Convertible loan agreement						$ 15,000,000
MoonLake [Member]
Subsequent Events (Details) [Line Items]
Short-term loan repaid		$ 15,000,000,000,000

Sonelokimab Acquisition (Details) - 10 months ended Dec. 31, 2021 € in Millions, $ in Millions	USD ($)	EUR (€)
Business Combinations [Abstract]
Aggregate purchase price	$ 29.9
Cash	$ 25.0
Equity instruments in percent	9.90%
Transaction costs	$ 0.6
Other loans payable	$ 347.6	€ 307.1

Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of prepaid expenses [Abstract]
Advances on supply and manufacturing services		$ 756,805
Advances on non-clinical research and clinical development services		524,342
Other prepayments		167,949
Total	$ 2,297,046	$ 1,449,096

Trade and Other Payables (Details) - Schedule of trade and other payables	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of trade and other payables [Abstract]
Legal and IP advisory fees payable	$ 1,233,070
Supply and manufacturing fees payable	195,378
Other payables	140,842
Total	$ 1,569,290

Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of accrued expenses and other current liabilities [Abstract]
Accrued license fees	$ 2,055,687
Accrued bonuses and related employees compensation expenses	1,419,137
Accrued legal fees	930,354
Accrued consultant and other fees	113,133
Total	$ 4,518,311

Short-Term Loans (Details) - USD ($)	3 Months Ended
Short-Term Loans (Details) - USD ($)	Mar. 31, 2022	Feb. 20, 2022	Dec. 31, 2021
Short-Term Loans (Details) [Line Items]
Short term loan	$ 15,000,000		$ 15,000,000
Short term loan description	If the Business Combination is terminated and if prior to June 30, 2022, or prior to repayment of the loan, the Company consummates another equity financing round, Cormorant is entitled to convert the loan into the most senior class of equity securities issued by the Company at a price equal to equal to 80% of the subscription price paid by the investors in such financing round. The number of shares issuable upon conversion is determined by dividing the loan by 80% of the subscription price paid by investors in such financing round. If the Business Combination is terminated and if the loan has neither been repaid within 30 calendar days of June 30, 2022 nor a voluntary conversion has taken place, the loan shall mandatorily convert into the most senior class of outstanding equity securities of the Company at a price equal to 80% of their fair market value.
Biotechnology Value Fund, L.P., [Member]
Short-Term Loans (Details) [Line Items]
Short term loan	$ 8,139,000		8,139,000
Biotechnology Value Fund II, L.P., [Member]
Short-Term Loans (Details) [Line Items]
Short term loan	5,946,000		5,946,000
Biotechnology Value Trading Fund OS, L.P. [Member]
Short-Term Loans (Details) [Line Items]
Short term loan	$ 915,000		$ 915,000
Cormorant Private Healthcare Fund IV. L.P.[Member]
Short-Term Loans (Details) [Line Items]
Short-Term Debt		$ 15,000,000

Employee Benefit Plans (Details)	3 Months Ended		10 Months Ended
Employee Benefit Plans (Details)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 CHF (SFr)	Dec. 31, 2021 USD ($)	Mar. 31, 2022 CHF (SFr)
Employee Benefit Plans (Details) [Line Items]
Service cost			$ 143,467
Contributions plan	$ 36,997	SFr 34,174
Contributing in additional plan	110,991			SFr 102,522
Total contributions plan			$ 239,860
2022 Plan [Member]
Employee Benefit Plans (Details) [Line Items]
Total contributions plan	$ 147,998			SFr 136,696

Employee Benefit Plans (Details) - Schedule of projected benefit obligations	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of projected benefit obligations [Abstract]
Beginning PBO
Service cost	143,467
Contributions by plan participants	64,954
Actuarial losses	174,012
Transfers in	931,257
Foreign currency exchange rates changes	9,184
Ending PBO	$ 1,322,874

Employee Benefit Plans (Details) - Schedule of projected plan assets	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of projected plan assets [Abstract]
Beginning fair value of plan assets
Actual return on plan assets	5,835
Contributions by the Company	73,448
Contributions by plan participants	64,954
Transfers in	$ 931,257
Foreign currency exchange rates changes	7,520
Ending fair value of plan assets	$ 1,083,014

Employee Benefit Plans (Details) - Schedule of consolidated balance sheet	Dec. 31, 2021 USD ($)
Schedule of consolidated balance sheet [Abstract]
Fair value of plan assets	$ 1,083,014
Present value of projected benefit obligation	(1,322,874)
Funded status	$ (239,860)

Shareholders' Equity (deficit) (Details) - Schedule of share consolidation [Line Items]

Amount of asset segregated and restricted to provide benefit under defined benefit plan. Asset includes, but is not limited to, stock, bond, other investment, earning from investment, and contribution by employer and employee.

+ References + Details

Employee Benefit Plans (Details) - Schedule of accumulated other comprehensive loss	Dec. 31, 2021 USD ($)
Schedule of accumulated other comprehensive loss [Abstract]
Actuarial loss	$ 168,177

Employee Benefit Plans (Details) - Schedule of assumptions used to calculate the ASC 715 liabilities	10 Months Ended
	Dec. 31, 2021
Schedule of assumptions used to calculate the ASC 715 liabilities [Abstract]
Discount rate	0.40%
Expected return on plan assets	1.50%
Long-term expected rate of salary increase	1.60%

Employee Benefit Plans (Details) - Schedule of allocation of plan assets	10 Months Ended
	Dec. 31, 2021
Schedule of allocation of plan assets [Abstract]
Equities	35.13%
Bonds	30.89%
Mortgages	3.83%
Liquidity	2.90%
Real estate	24.37%
Alternative investments	2.88%

Shareholders' Equity (deficit) (Details) - Schedule of share consolidation - shares

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Common Shares [Member]

^[1]

390,000

1,060,000

^[1]

361,528

1,000,000

^[1]

390,000

Authorized, Conversion of transferred Common Shares into Series A Preferred Shares

^[1]

361,528

^[1]

(670,000)

Issued, Conversion of transferred Common Shares into Series A Preferred Shares

^[1]

(670,000)

Authorized, Preferred Shares purchased by a director following appointment as chairman of the Board

^[1]

Issued, Preferred Shares purchased by a director following appointment as chairman of the Board

^[1]

Authorized, Share-based payment under the equity incentive plan (ESPP)

^[1]

Issued, Share-based payment under the equity incentive plan (ESPP)

^[1]

31,528

Authorized, Repurchase of 57,756 Common Shares following the resignation of a co-founder

^[1]

Issued, Repurchase of 57,756 Common Shares following the resignation of a co-founder

^[1]

Series A Preferred Shares [Member]

Shareholders' Equity (deficit) (Details) - Schedule of share consolidation [Line Items]

^[1]

680,196

^[1]

680,196

^[1]

680,196

Authorized, Conversion of transferred Common Shares into Series A Preferred Shares

^[1]

680,196

^[1]

670,000

Issued, Conversion of transferred Common Shares into Series A Preferred Shares

^[1]

670,000

Authorized, Preferred Shares purchased by a director following appointment as chairman of the Board

^[1]

10,196

Issued, Preferred Shares purchased by a director following appointment as chairman of the Board

^[1]

10,196

Authorized, Share-based payment under the equity incentive plan (ESPP)

^[1]

Issued, Share-based payment under the equity incentive plan (ESPP)

^[1]

Authorized, Repurchase of 57,756 Common Shares following the resignation of a co-founder

^[1]

Issued, Repurchase of 57,756 Common Shares following the resignation of a co-founder

^[1]

Common Shares Held In Treasury [Member]

Shareholders' Equity (deficit) (Details) - Schedule of share consolidation [Line Items]

Beginning balance

^[2]

57,756

Ending balance

^[2]

(22,756)

(57,756)

Conversion of transferred Common Shares into Series A Preferred Shares

^[2]

Preferred Shares purchased by a director following appointment as chairman of the Board

^[2]

Share-based payment under the equity incentive plan (ESPP)

^[2]

(35,000)

Repurchase of 57,756 Common Shares following the resignation of a co-founder

^[2]

(57,756)

[1]	Fully paid-in registered shares with a par value of CHF 0.10
[2]	Registered shares with a par value of CHF 0.10 held in treasury

Shareholders' Equity (deficit) (Details) - Schedule of share consolidation (Parentheticals)	Dec. 31, 2021 shares
Common Shares Held In Treasury [Member]
Shareholders' Equity (deficit) (Details) - Schedule of share consolidation (Parentheticals) [Line Items]
Common shares following the resignation of a co-founder	57,756

Net Loss Per Common Share (Details) - $ / shares	3 Months Ended	10 Months Ended
Net Loss Per Common Share (Details) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Weighted average number of shares (in Dollars per share)	$ 66,528	$ 31,528
Shares granted under ESPP	107,250	132,000
Options to acquire common shares	6,660	6,660

Net Loss Per Common Share (Details) - Schedule of loss per share calculations - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Numerator
Net loss	$ (15,880,142)	$ (53,643,615)
Denominator
Total weighted average number of shares	149,044	233,086
Net loss per share – basic and diluted	$ (106.55)	$ (230.15)

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Schedule of valuation of the restricted founder shares [Abstract]

Share-Based Compensation (Details) - USD ($)		1 Months Ended	3 Months Ended	10 Months Ended
Share-Based Compensation (Details) - USD ($)	Dec. 13, 2021	Apr. 28, 2021	Mar. 31, 2022	Dec. 31, 2021
Share-Based Compensation (Details) [Line Items]
Vesting rights description		the shareholders’ agreement between the co-founders, the Series A investors and the Company imposed a reverse vesting condition on 90% of the total 110,000 Common Shares held by each of the three co-founders. Therefore, 99,000 Common Shares held by each of the co-founders were subject to these restrictions and considered unvested (the “Restricted Founder Shares”). The Restricted Founder Shares vest on the 28th of each month at a rate of 4.166% over a period of two years to April 28, 2023. If, before the end of the vesting period, the contractual relationship of the relevant co-founders is terminated, the Company in first priority, or any third party designated by it, and the other shareholders in second priority pro rata to their shareholdings, shall have an option to purchase all or a pro rata portion of the leaver shares that are unvested on the day the termination becomes effective at nominal value of CHF 0.10 per share. The Restricted Founder Shares are legally outstanding and continue to have voting and dividend rights.
Common shares purchased (in Shares)	57,756
Grant date				Apr. 28, 2021
Vesting period				2 years
Stock based compensation expense description				The previously unrecognized stock-based compensation expense amounts to USD 1.3 million for the period from inception to June 30, 2021 and to USD 3.0 million for the period from inception to September 30, 2021, causing an increase in net loss, general & administrative expenses and additional paid-in capital of the same amount in the respective periods. Net loss per share was previously presented as USD (47.80) for the period from inception to June 30, 2021, and as USD (70.56) for the period from inception to September 30, 2021. The increase in net loss, and exclusion of unvested Restricted Founder Shares in the denominator leads to corrected values of USD (71.09) for the period from inception to June 30, 2021, and of USD (136.52) for the period from inception to September 30, 2021.
Estimated the fair value			$ 360,000,000	$ 360,000,000
Company’s fully diluted shares (in Shares)			(1,070,196)	(1,070,196)
Total unrecognized compensation expense			$ 5,200,000	$ 6,400,000
Fair value per common share (in Dollars per share)				$ 49
April 28, 2023 [Member]
Share-Based Compensation (Details) [Line Items]
Total unrecognized compensation expense			403,356	$ 403,351
Share-Based Payment Arrangement [Member]
Share-Based Compensation (Details) [Line Items]
Stock based compensation expense			$ 2,000,000	$ 9,100,000
Treasury shares (in Shares)			22,756	57,756
Common shares issuable (in Shares)			21,812	21,812
ESPP [Member]
Share-Based Compensation (Details) [Line Items]
Company’s fully diluted shares (in Shares)			(1,070,196)	(1,070,196)
Total unrecognized compensation expense			$ 12,800,000	$ 1,700,000
Grants vest percentage			25.00%	25.00%
Issued share capital			50.00%	50.00%
Estimated fair value of enterprise			$ 360,000,000	$ 360,000,000
Weighted average period years			2 years 6 months 7 days	3 years 7 months 24 days
ESOP [Member]
Share-Based Compensation (Details) [Line Items]
Company’s fully diluted shares (in Shares)				(1,070,196)
Total unrecognized compensation expense			$ 1,200,000	$ 1,300,000
Grants vest percentage			25.00%	25.00%
Issued share capital			50.00%	50.00%
Estimated fair value of enterprise				$ 360,000,000
Weighted average period years			2 years 6 months 3 days	3 years 9 months 7 days

Share-Based Compensation (Details) - Schedule of share-based compensation - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of share-based compensation [Abstract]
Restricted Founder Shares, included in severance payment of $4,159,467	$ 1,210,082	$ 8,837,092
ESPP	692,678	148,835
ESOP	86,111	66,982
Total share-based compensation	$ 1,988,871	$ 9,052,909

Share-Based Compensation (Details) - Schedule of share-based compensation (Parentheticals)	10 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of share-based compensation [Abstract]
Severance payment	$ 4,159,467

Share-Based Compensation (Details) - Schedule of valuation of the restricted founder shares - $ / shares

1 Months Ended

10 Months Ended

Apr. 28, 2021

Dec. 31, 2021

Grant date

Apr. 28, 2021

Estimated fair value of Restricted Founder Shares on the grant date (USD)(1) (in Shares)

^[1]

^[2]

Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2)

^[3]

$ 336.39

Schedule of valuation of the grants awarded under the ESPP [Abstract]

$ 0.1

[1]	The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the audited consolidated financial statements for the year ended December 31, 2021).
[2]	The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).
[3]	The Company estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Share-Based Compensation (Details) - Schedule of grants awarded program	10 Months Ended
	Dec. 31, 2021 shares
Schedule of grants awarded program [Abstract]
Awards outstanding at March 10, 2021
Awards outstanding at December 31, 2021	132,000
Awards granted on April 28, 2021	297,000
Repurchase of Common Shares following the resignation of a co-founder on December 13, 2021	(57,756)
Awards vested at December 31, 2021	(107,244)

Share-Based Compensation (Details) - Schedule of valuation of the grants awarded under the ESPP - 7 months ended Sep. 30, 2021

USD ($)

SFr / shares

Grant dates

7/27/2021 & 9/9/2021

Estimated fair value of Common Shares on the grant date (USD) | $

^[1]

$ 49

Purchase price (CHF) | SFr / shares

SFr 0.1

[1]	The Company estimated the fair value of the Common Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).

Share-Based Compensation (Details) - Schedule of fair value common shares with reference to the market based transaction - $ / shares

3 Months Ended

Dec. 31, 2021

Jan. 18, 2022

Schedule of fair value common shares with reference to the market based transaction [Abstract]

Grant dates

Oct. 25, 2021

Estimated fair value of Common Shares on the grant date (USD)

^[1]

$ 336.39

Schedule of ESOP grants under the black-scholes pricing model [Abstract]

$ 0.1

[1]	The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP - shares	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
ESPP [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards outstanding beginning	31,528
Awards outstanding ending	66,528	31,528
Awards exercisable
ESPP [Member] \| July 27, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards granted		12,212
ESPP [Member] \| September 9, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards granted		18,317
ESPP [Member] \| October 25, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards granted		999
ESOP [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards outstanding beginning	6,660
Awards granted
Awards outstanding ending	6,660	6,660
Awards exercisable
ESOP [Member] \| September 9, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards granted		2,775
ESOP [Member] \| October 25, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards granted		5,550
ESOP [Member] \| December 9, 2021 [Member]
Share-Based Compensation (Details) - Schedule of grants awarded program ESPP and ESOP [Line Items]
Awards forfeited		(1,665)

Share-Based Compensation (Details) - Schedule of ESOP grants under the black-scholes pricing model - USD ($)

3 Months Ended

7 Months Ended

Dec. 31, 2021

Sep. 30, 2021

Grant date

Oct. 25, 2021

Sep. 09, 2021

Estimated fair value of the option on the grant date using Black-Scholes model (USD) (in Dollars)

$ 336.3

^[1]

$ 33

^[2]

Exercise price (USD) (in Dollars)

$ 0.1

$ 44

Expected term of the award on the grant date (years)

^[3]

6 years

Expected volatility of the share price

^[4]

75.00%

Risk-free interest rate

^[5]

1.00%

Expected dividend rate

[1]	The Company estimated the fair value of the Common Shares by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).
[2]	The Company assumed a fair value per Common Share of USD 49 when estimating the fair value of the option. The fair value per Common Share was determined with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).
[3]	The expected term represents the period that share-based awards are expected to be outstanding.
[4]	The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company’s industry.
[5]	The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.

Income Taxes (Details) - USD ($)	3 Months Ended	10 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Income Taxes (Details) [Line Items]
Deferred tax assets before valuation allowance		$ 5,800,000
Net operating losses	$ 40,100,000	$ 24,200,000
Expire date	2028	2028
Deferred tax assets before valuation allowance	$ 7,700,000
Valuation allowance	7,700,000	$ 5,845,118
Deferred Income Tax Charge [Member]
Income Taxes (Details) [Line Items]
Deferred tax assets before valuation allowance		$ 5,800,000
Expire in 2028 [Member]
Income Taxes (Details) [Line Items]
Net operating losses	24,200,000
Expire in 2029 [Member]
Income Taxes (Details) [Line Items]
Net operating losses	$ 15,800,000
Expire date	2029

Income Taxes (Details) - Schedule of income or loss before income tax - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Income Taxes (Details) - Schedule of income or loss before income tax [Line Items]
Total income tax	$ (15,872,810)	$ (53,638,860)
Switzerland [Member]
Income Taxes (Details) - Schedule of income or loss before income tax [Line Items]
Total income tax	(15,911,398)	(53,663,726)
Foreign [Member]
Income Taxes (Details) - Schedule of income or loss before income tax [Line Items]
Total income tax	$ 38,588	$ 24,866

Income Taxes (Details) - Schedule of income tax rate to loss before income taxes	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of income tax rate to loss before income taxes [Abstract]
Statutory income tax rate	11.90%	11.90%
Non-deductible expense		(10.90%)
Change in valuation allowance	(11.90%)	(1.00%)
Other		0.00%
Effective income tax rate		0.00%

Income Taxes (Details) - Schedule of deferred tax assets liabilities - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of deferred tax assets liabilities [Abstract]
Intangible assets	$ 2,963,340	$ 2,963,340
Defined benefit plan	17,634	8,497
Net operating loss carry forward	4,751,048	2,873,281
Total deferred tax assets (gross)	7,732,023	5,845,118
Valuation allowance	(7,700,000)	(5,845,118)
Total deferred tax asset (net)

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of Class A ordinary shares reflected in the balance sheets	3 Months Ended
	Mar. 31, 2022 USD ($)
Schedule of Class A ordinary shares reflected in the balance sheets [Abstract]
Gross proceeds	$ 115,000,000
Less:
Class A Ordinary Shares issuance costs	(6,750,445)
Plus:
Accretion of carrying value to redemption value	6,750,445
Class A Ordinary Shares subject to possible redemption	$ 115,000,000

Basis of Presentation and Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class A
Numerator:
Allocation of net loss, as adjusted	$ (2,176,839)	$ (61,476)
Denominator:
Basic and diluted weighted average shares outstanding	11,878,208	11,930,000
Basic and diluted net loss per ordinary share	$ (0.18)	$ (0.01)
Class B
Numerator:
Allocation of net loss, as adjusted	$ (526,882)	$ (14,815)
Denominator:
Basic and diluted weighted average shares outstanding	2,875,000	2,875,000
Basic and diluted net loss per ordinary share	$ (0.18)	$ (0.01)

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member] \| Investments held in Trust Account [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Proceeds held in Trust Account	$ 115,051,039	$ 115,042,608

Prepaid expenses (Details) - Schedule of prepaid expenses - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Schedule of prepaid expenses [Abstract]
Advances on non-clinical research and clinical development services	$ 2,030,013	$ 547,586
Advances on supply and manufacturing services	100,793	750,622
Advances on insurances	41,035	23,141
Advances on other consulting and advisory services	21,013	31,930
Advances on rent/leases	12,910	12,942
Other prepayments	91,282	82,875
Total	$ 2,297,046	$ 1,449,096

Trade and other payables (Details) - Schedule of trade and other payables - MoonLake AG [Member] - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Trade and other payables (Details) - Schedule of trade and other payables [Line Items]
Legal and IP advisory fees payable	$ 1,860,884	$ 1,233,070
Research and development services	1,079,372	50,088
Supply and manufacturing fees payable	489,566	183,298
Other consulting and advisory services	173,289	71,938
Other payables	213,453	30,896
Total	$ 3,816,564	$ 1,569,290

Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities - MoonLake AG [Member] - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities (Details) - Schedule of accrued expenses and other current liabilities [Line Items]
Accrued bonuses and related employees compensation expenses	$ 1,932,400	$ 1,419,137
Accrued license fees	1,023,358	2,055,687
Accrued consultant and other fees	162,774	49,211
Tax liabilities	55,172	63,922
Accrued legal fees	369	930,354
Total	$ 3,174,073	$ 4,518,311

Employee benefit plans (Details) - Schedule of net periodic benefit cost under the plan - Pension Benefits [Member]	3 Months Ended
	Mar. 31, 2022 USD ($)
Employee benefit plans (Details) - Schedule of net periodic benefit cost under the plan [Line Items]
Service Cost	$ 116,165
Interest Cost	1,302
Expected return on plan assets	(3,998)
Amortization of unrecognized loss	467
Net periodic benefit cost	$ 113,936

Shareholders’ deficit (Details) - Schedule of share consolidation - shares

3 Months Ended

10 Months Ended

Mar. 31, 2022

Dec. 31, 2021

Mar. 09, 2021

Common Shares [Member]

Shareholders’ deficit (Details) - Schedule of share consolidation [Line Items]

^[1]

390,000

1,060,000

Authorized, Share-based payment under the equity incentive plan ESPP

^[1]

361,528

1,000,000

^[1]

Issued, Share-based payment under the equity incentive plan ESPP

^[1]

31,528

^[1]

390,000

1,060,000

Series A Preferred Shares [Member]

^[1]

361,528

1,000,000

Shareholders’ deficit (Details) - Schedule of share consolidation [Line Items]

^[1]

680,196

Authorized, Share-based payment under the equity incentive plan ESPP

^[1]

680,196

^[1]

Issued, Share-based payment under the equity incentive plan ESPP

^[1]

^[1]

680,196

Common Shares Held In Treasury [Member]

^[1]

680,196

Shareholders’ deficit (Details) - Schedule of share consolidation [Line Items]

Beginning balance

^[2]

57,756

Share-based payment under the equity incentive plan ESPP

^[2]

(35,000)

Ending balance

^[2]

22,756

57,756

[1]	Fully paid-in registered shares with a par value of CHF 0.10
[2]	Registered shares with a par value of CHF 0.10 held in treasury

Net loss per Common Share (Details) - Schedule of loss per share calculations - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Numerator
Net loss	$ (15,880,142)	$ (53,643,615)
Denominator
Total weighted average number of shares	149,044	233,086
Net loss per share – basic and diluted	$ (106.55)	$ (230.15)

Schedule of valuation of the restricted founder shares [Abstract]

Share-based compensation (Details) - Schedule of share-based compensation - USD ($)	3 Months Ended	10 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of share-based compensation [Abstract]
Restricted Founder Shares	$ 1,210,082	$ 8,837,092
ESPP	692,678	148,835
ESOP	86,111	66,982
Total share-based compensation	$ 1,988,871	$ 9,052,909

Share-based compensation (Details) - Schedule of valuation of the restricted founder shares - $ / shares

1 Months Ended

10 Months Ended

Apr. 28, 2021

Dec. 31, 2021

Estimated fair value of Restricted Founder Shares on the grant date (USD) (in Shares)

^[1]

^[2]

Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)

^[3]

$ 336.39

Schedule of fair value common shares with reference to the market based transaction [Abstract]

$ 0.1

[1]	The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9 of the audited consolidated financial statements for the year ended December 31, 2021).
[2]	The Company estimated the fair value of the Restricted Founder Shares with reference to the market-based transaction with the other Series A Preferred Shares Investors (refer Note 9).
[3]	The Company estimated the fair value of the Restricted Founder Shares at co-founder’s resignation date by dividing the Company Enterprise Value (USD 360,000,000) as defined by the Business Combination Agreement by the Company’s fully diluted shares (1,070,196).

Share-based compensation (Details) - Schedule of grants awarded Program - Restricted Founder Shares [Member]	3 Months Ended
	Mar. 31, 2022 shares
Share-based compensation (Details) - Schedule of grants awarded Program [Line Items]
Awards outstanding at January 1, 2022	132,000
Awards vested	(24,750)
Awards outstanding at March 31, 2022	107,250

Share-based compensation (Details) - Schedule of fair value common shares with reference to the market based transaction - $ / shares

Jan. 18, 2022

Dec. 31, 2021

Estimated fair value of Common Shares on the grant date (USD)

^[1]

$ 336.39