The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
The accompanying notes are an integral part of
these unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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 June 30, 2021, the
Company had not commenced any operations. All activity for the six months ended June 30, 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 as. 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).
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
The Company will proceed
with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval,
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.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
Liquidity and Capital Resources
As of June 30, 2021, the Company had approximately
$1.1 million in its operating bank accounts and working capital of approximately $1.2 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 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 June
30, 2021, there were no amounts outstanding under any Working Capital Loan.
Based on the foregoing,
management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier
of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds
for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence
on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring,
negotiating and consummating the Business Combination.
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 March 31, 2021, which contains the audited financial statements and notes thereto. The interim results for the three and six months
ended June 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 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.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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 June 30, 2021.
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 common stock issued were charged to
shareholders’ equity 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, at June 30, 2021, an aggregate of 10,725,509 and 10,748,371
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 June 30, 2021 and December 31, 2020, respectively.
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 June 30, 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 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’s statement
of operations includes a presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar
to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted, for Class A redeemable ordinary shares
is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary
shares outstanding for the period. Net income (loss) per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated
by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class
B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these
shares do not have any redemption features and do not participate in the income earned on the Trust Account.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
The following table reflects
the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
|
|
Three Months Ended
June 30,
|
|
|
Six
Months Ended
June 30,
|
|
|
|
2021
|
|
|
2021
|
|
Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
Interest Income
|
|
$
|
6,140
|
|
|
$
|
23,955
|
|
Redeemable Net Earnings
|
|
$
|
6,140
|
|
|
$
|
23,955
|
|
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
|
|
|
|
|
|
|
|
Redeemable Class A Ordinary Shares, Basic and Diluted
|
|
|
11,500,000
|
|
|
|
11,500,000
|
|
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Non-Redeemable Class A and B Ordinary Shares
|
|
|
|
|
|
|
|
|
Numerator: Net Income (Loss) minus Redeemable Net Earnings
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(152,333
|
)
|
|
$
|
(228,624
|
)
|
Less: Redeemable Net Earnings
|
|
|
(6,140
|
)
|
|
|
(23,955
|
)
|
Non-Redeemable Net Loss
|
|
$
|
(158,473
|
)
|
|
$
|
(252,579
|
)
|
Denominator: Weighted Average Non-Redeemable Class A and B Ordinary Shares
|
|
|
|
|
|
|
|
|
Non-Redeemable Class A and B Ordinary Shares, Basic and Diluted (1)
|
|
|
3,305,000
|
|
|
|
3,305,000
|
|
Loss/Basic and Diluted Non-Redeemable Class A and B Ordinary Shares
|
|
$
|
0.05
|
|
|
$
|
(0.08
|
)
|
|
(1)
|
For the three and six months ended June 30, 2021, basic and
diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s ordinary shareholders.
|
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 Depository Insurance Coverage 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,” approximate the
carrying amounts represented in the Company’s condensed balance sheet, 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 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.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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 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 and six months ended June 30, 2021, the Company incurred and accrued $30,000 and $60,000 in fees for these
services, respectively, of which $60,000 is included in accrued expenses in the accompanying condensed balance sheet as of June 30, 2021.
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 June 30, 2021, the Company had no outstanding borrowings
under the Working Capital Loans.
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.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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.
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 June 30,
2021 and December 31, 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 June 30, 2021 and December 31, 2020,
there were 1,204,491 and 1,181,629 Class A ordinary shares issued or outstanding, excluding 10,725,509 and 10,748,371 Class A ordinary
shares subject to possible redemption, respectively.
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 June 30, 2021 and December 31, 2020,
there were 2,875,000 Class B ordinary shares issued and outstanding, respectively.
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.
HELIX ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
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 balance sheets and adjusted for the amortization or accretion of
premiums or discounts.
At June 30, 2021, assets
held in the Trust Account were comprised of $115,038,872 in money market funds which are invested primarily in U.S. Treasury securities.
During the six months ended June 30, 2021, the Company did not withdraw any interest income from the Trust Account.
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 June 30, 2021 and 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 June 30, 2021 and indicates the fair
value hierarchy of the valuation inputs the Company utilized to determine such fair value.
|
|
|
|
|
June 30,
|
|
|
|
Level
|
|
|
2021
|
|
Assets:
|
|
|
|
|
|
|
Investments held in Trust Account
|
|
|
1
|
|
|
$
|
115,038,872
|
|
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. The Company did not identify any subsequent events that would have required
adjustment or disclosure in the financial statements.