MoonLake Immunotherapeutics AG signed a non-binding letter of intent to acquire Helix Acquisition Corp. (NasdaqCM:HLXA) from a group of shareholders for approximately $350 million in a reverse merger transaction on May 4, 2021. MoonLake Immunotherapeutics AG signed a business combination agreement to acquire Helix Acquisition Corp. from a group of shareholders in a reverse merger transaction on October 4, 2021. Assuming no redemptions by existing Helix stockholders, the combined company will have a market value of approximately $620 million, inclusive of $115 million of committed PIPE financing.  As part of the transaction, certain MoonLake existing equity holders will transfer their MoonLake equity to Helix in exchange for Class A shares of Helix, while certain other MoonLake existing equity holders will have the ability to convert their MoonLake equity into shares of Helix. Following completion of the business combination, the existing equity holders of MoonLake will retain their equity interests in MoonLake and will receive a number of non-economic voting shares in Helix determined by multiplying the number of MoonLake common shares held by them immediately prior to the closing by the exchange ratio; and Helix will receive a controlling equity interest in MoonLake in exchange for making the cash contribution. At the closing, all then-outstanding Class B ordinary shares of Helix, will be automatically converted into Class A ordinary shares of Helix on a one-for-one basis. At the Closing, Helix will amend and restate its existing memorandum and articles of association to, among other things, establish a share structure containing the Helix Class A Ordinary Shares, which will carry economic and voting rights, and Class C ordinary shares of Helix, which will carry voting rights but no economic rights. One business day prior to the closing date, subject to approval by MoonLake's shareholders and registration by the competent Swiss commercial register, the Moonlake Parties and MoonLake will effectuate a restructuring of the share capital of MoonLake to, among other things, convert the existing Series A preferred shares of MoonLake, into an equal number of common shares of MoonLake. If the Available Closing Date Cash is lower than the Preliminary Investment Amount, at the election of MoonLake, Helix will retransfer to MoonLake the number of MoonLake Class V Voting Shares at par value that have been issued in excess. On the Closing Date, following the Restructuring, certain of the Moonlake parties will assign all of their MoonLake Common Shares to Helix and Helix will issue to the Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P. and Biotechnology Value Trading Fund OS, L.P. (BVF Shareholders) an aggregate amount of Helix Class A Ordinary Shares equal to the product of such number of assigned MoonLake Common Shares and the Exchange Ratio. On the Closing Date, Helix will issue the Helix Class C Ordinary Shares to the MoonLake Parties (other than the BVF Shareholders). The exchange ratio for the transaction is 33.638698.

Upon closing of the acquisition, current Moonlake shareholders will hold 57.8% stake in the combined company. Substantially all of the assets and business of MoonLake and Helix will be held by MoonLake as the operating company following the closing. The transaction also includes commitments for a $115 million PIPE at $10 per share from a group including premier institutional and strategic investors. Upon closing of the transaction, the company will be renamed to MoonLake Immunotherapeutics. The combined company's common stock is expected to be listed on Nasdaq under the ticker symbol MLTX. Helix Board of Directors will consist of seven Directors, which will initially include Jorge Santos da Silva, two persons designated by Helix, and four persons designated by MoonLake. The Board of Directors of Helix is expected to have a majority of independent directors for the purposes of Nasdaq Capital Market rules. The company will be led by an international team of immunology experts.

The transaction is subject to, among other things, the approval of the stockholders of both MoonLake and Helix, satisfaction or waiver of the conditions stated in the definitive business combination agreement, Helix having not redeemed Helix Class A Ordinary Shares in an amount that would cause Helix to have net tangible assets of less than $5,000,001, and certain conditions precedent set forth in the Investment Agreement shall have been satisfied or waived and the closing actions and deliverables set forth therein shall have been taken, the available closing date cash for MoonLake equaling or exceeding $150 million, the available closing date cash for Helix equaling or exceeding $52 million , the minimum amount required for Helix to obtain voting control of MoonLake, the waiting period applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated, and Helix Class A Shares to be issued in connection with the PIPE Investment and pursuant to the share transfer shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof, and immediately following the closing, Helix shall satisfy all applicable initial and continuing listing requirements of Nasdaq and shall not have received any notice of non-compliance therewith. The Boards of Directors of both MoonLake and Helix have unanimously approved the proposed transaction. The Board of Helix and MoonLake recommends that their respective shareholders vote in favor of the transaction. The extraordinary general meeting of shareholders of Helix approved the transaction on March 31, 2022. The business combination is expected to be completed late in the fourth quarter of 2021 or early in the first quarter of 2022. As of January 19, 2022, the transaction is expected to close in the first quarter of 2022. As of March 8, 2022, the closing is expected to occur early in the first quarter of 2022. Proceeds from the transaction are expected to provide MoonLake with the capital needed to accelerate the development of the clinical stage, tri-specific Nanobody® sonelokimab, in multiple inflammatory diseases in dermatology and rheumatology driven by IL-17A and IL-17F (A/F Inflammatory Diseases or AFIDs).

Jefferies LLC, Cowen and Company, LLC and SVB Leerink LLC acted as co-lead placement agents for Helix Acquisition Corp. on the PIPE transaction. Jefferies LLC also acted as lead capital markets advisor to Helix. SVB Leerink LLC also acted as financial advisor to Helix Acquisition Corp. and provided fairness opinion to the Board of Helix. Proskauer Rose LLP acted as due diligence provider to Helix. Ryan Murr and Evan D'Amico of Gibson, Dunn & Crutcher LLP, Nicolas Mosimann, Emanuel Dettwiler, Kevin MacCabe, Jon Oetiker, Dario Ammann, Sophie Holdt,  Marco Sibold and Melanie Huber of Kellerhals Carrard Basel KIG and Walkers acted as legal counsel to MoonLake. Joel Rubinstein, Marie Elena Angulo, Bryan Luchs and Frank Lupinacci of White & Case LLP, Severin Roelli, Franz Schubige and Jonas Sigrist of Pestalozzi Attorneys at Law Ltd, and Maples Group acted as legal counsel to Helix. Warren S. de Wied of Fried Frank acted as counsel to SVB Leerink. Kirkland & Ellis LLP acted as legal counsel to the placement agents. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Helix. Morrow & Co., LLC acted as proxy solicitor to at a fee of $27,500. Helix paid a fee of $1 million to SVB for advisory services.

MoonLake Immunotherapeutics AG completed the acquisition of Helix Acquisition Corp. (NasdaqCM:HLXA) from a group of shareholders in a reverse merger transaction on April 5, 2022. In connection with the closing, Helix changed its name to MoonLake Immunotherapeutics. Beginning April 6, 2022, MoonLake's shares will trade on the Nasdaq Stock Market under the ticker symbol “MLTX.”. The current management team of MoonLake Immunotherapeutics AG will lead the company, including Jorge Santos da Silva (co-founder and Chief Executive Officer) and Kristian Reich (co-founder and Chief Scientific Officer), Matthias Bodenstedt (Chief Financial Officer), Nuala Brennan (Chief Clinical Development Officer) and Oliver Daltrop (Chief Technology Officer). MoonLake's Board of Directors now consists of seven members, divided into three classes, and six of the directors are “independent” under Nasdaq listing standards. Simon Sturge will serve as Chairman of the Board of Directors, which also includes Spike Loy, Andrew Phillips, Catherine Moukheibir, Kara Lassen and Ramnik Xavier, as well as Jorge Santos da Silva, Chief Executive Officer of MoonLake.