Statement of Ownership (sc 13g)
February 16 2021 - 4:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
HELIX
ACQUISITION CORP.
(Name of Issuer)
Class A Ordinary Share, par value
$0.0001 per share
(Title of Class of
Securities)
G4444C102
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
Rule 13d-1(b)
¨
Rule 13d-1(c)
¨
Rule 13d-1(d)
*The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. G4444C102
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
700,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
700,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. G4444C102
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
700,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
700,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. G4444C102
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
700,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
700,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
|
CUSIP No. G4444C102
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
635,263
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
635,263
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,263
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
Item 1(a).
|
Name of Issuer:
|
|
Helix Acquisition Corp. (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
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Cormorant Asset Management, LP, 200 Clarendon Street, 52nd Floor,
Boston, MA 02116
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Item 2(a).
|
Names of Persons Filing:
|
|
The names of the persons filing this report (collectively, the “Reporting
Persons”) are:
|
|
RA Capital Management, L.P. (“RA Capital”)
|
|
RA Capital Healthcare Fund, L.P. (the “Fund”)
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The address of the principal business office of each of the Reporting Persons
is:
|
|
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor,
Boston MA 02116
|
|
RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky
and Mr. Shah are United States citizens.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Class A Ordinary Share, par value $0.0001 per share (“Class A Ordinary
Shares”)
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing
is a:
|
|
(e) RA Capital Management, L.P. is a registered investment adviser and is filing
this statement in accordance with §240.13d-1(b)(1)(ii)(E);
|
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(g) Peter Kolchinsky and Rajeev Shah are control persons and are filing this
statement in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
The information required by this item with respect to each Reporting Person is
set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are
based on 11,930,000 outstanding Class A Ordinary Shares, as reported in the Issuer’s 10-Q filed on
December 3, 2020.
|
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The Fund directly holds 635,263 shares of Class A Ordinary Shares. A
separately managed account (the “Account”) holds 64,737 shares of Class A Ordinary Shares.
|
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RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The
general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the
controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed a beneficial
owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any
securities of the Issuer held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and
the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s
Ordinary Shares reported herein. Because the Fund has divested voting and investment power over the reported securities it
holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the
securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and
Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the
Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim ownership of the
securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining
their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission
that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other
purpose.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
If this
statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
|
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date:
|
February 16, 2021
|
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RA CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
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|
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By:
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/s/ Peter Kolchinsky
|
|
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Name:
|
Peter Kolchinsky
|
|
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Title:
|
Authorized Signatory
|
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|
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PETER KOLCHINSKY
|
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/s/ Peter Kolchinsky
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RAJEEV SHAH
|
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/s/ Rajeev Shah
|
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RA CAPITAL HEALTHCARE FUND, L.P.
|
|
|
|
|
By:
|
RA Capital Healthcare GP,
LLC
|
|
|
|
|
|
|
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By:
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/s/ Peter Kolchinsky
|
|
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Name:
|
Peter Kolchinsky
|
|
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Title:
|
Manager
|
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EXHIBIT 1
AGREEMENT
This Joint Filing Agreement, dated as of February 16, 2021,
is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing
are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Class A Ordinary Shares, par value
$0.0001 per share of Helix Acquisition Corp. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or
13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement
as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the
Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
RA CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
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By:
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/s/ Peter Kolchinsky
|
|
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Name:
|
Peter Kolchinsky
|
|
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Title:
|
Authorized Signatory
|
|
|
|
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PETER KOLCHINSKY
|
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|
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/s/ Peter Kolchinsky
|
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RAJEEV SHAH
|
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/s/ Rajeev Shah
|
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|
|
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RA CAPITAL HEALTHCARE FUND, L.P.
|
|
|
|
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By:
|
RA Capital Healthcare GP,
LLC
|
|
|
|
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By:
|
/s/ Peter Kolchinsky
|
|
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Name:
|
Peter Kolchinsky
|
|
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Title:
|
Manager
|
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