Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 21, 2022, Cormorant Asset Management LP, an affiliate of certain
officers of directors of Helix Acquisitions Corp. ("Helix"), loaned to Helix an
aggregate of $150,000 for working capital purposes. The loan was evidenced by
promissory note ("Note") which is non-interest bearing, non-convertible, and
payable upon the consummation of Helix's initial business combination. If a
business combination is not consummated, the Note will not be repaid by Helix
and all amounts owed thereunder by Helix will be forgiven except to the extent
that Helix has funds available to it outside of its trust account.
The foregoing summary of the Note is qualified in its entirety by reference to
the text of the Note, which is filed as an exhibit hereto and incorporated by
reference herein.
Cautionary Statement Regarding Forward Looking Statements
This current report on Form 8-K ("Current Report") contains certain
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements include, but are not
limited to, statements regarding Helix's expectations, hopes, beliefs,
intentions or strategies regarding the future including, without limitation,
statements regarding: the timing of the proposed Business Combination (as
defined below) and the execution of certain actions related thereto. In
addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that statement is not forward looking.
Nothing in this Current Report should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements in
this Current Report, which speak only as of the date they are made and are
qualified in their entirety by reference to the cautionary statements herein.
Helix does not undertake or accept any duty to release publicly any updates or
revisions to any forward-looking statements to reflect any change in its
expectations or in the events, conditions or circumstances on which any such
statement is based.
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Additional Information and Where to Find It
As previously disclosed, on October 4, 2021, Helix entered into a Business
Combination Agreement (the "Business Combination Agreement"), by and among
Helix, MoonLake Immunotherapeutics AG, a Swiss stock corporation ("MoonLake"),
and the other parties thereto. The business combination contemplated by the
Business Combination Agreement is referred to as the "Business Combination." In
connection with the proposed Business Combination, Helix has filed a definitive
proxy statement on February 14, 2022 and a revised definitive proxy statement on
March 4, 2022 (the "Proxy Statement") and intends to file any other related
documents, with the U.S. Securities and Exchange Commission (the "SEC"). The
definitive proxy statement and revised proxy statement have been sent to the
shareholders of Helix, seeking any required shareholder approvals. Investors and
security holders of Helix and MoonLake are urged to carefully read the entire
Proxy Statement, and any other relevant documents filed with the SEC, as well as
any amendments or supplements to these documents, because they will contain
important information about the proposed Business Combination. The documents
filed by Helix with the SEC may be obtained free of charge at the SEC's website
at www.sec.gov. Alternatively, these documents, when available, can be obtained
free of charge upon written request to Cormorant Asset Management, LP, 200
Clarendon Street, 52nd Floor, Boston, MA 02116 or by telephone at (857)
702-0370.
Participants in Solicitation
Helix and MoonLake and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies in favor of the
proposed transaction and related matters. Information regarding Helix's
directors and executive officers is contained in the Proxy Statement. Additional
information regarding the interests of those participants and other persons who
may be deemed participants in the proposed transaction may be obtained by
reading the Proxy Statement and other relevant documents filed with the SEC when
they become available. Free copies of these documents may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
Business Combination. This Current Report shall also not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
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Item 9.01 Exhibits.
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