Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Moonlake Immunotherapeutics |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 4 |
Entity Central Index Key | 0001821586 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 8,834,158 | $ 8,038,845 | |
Prepaid expenses | 2,297,046 | 1,449,096 | |
Total Current Assets | 11,712,777 | 9,636,715 | |
Current assets | |||
Restricted Cash | 8,800,000 | 8,000,000 | |
TOTAL ASSETS | 11,772,038 | 9,682,454 | |
Current liabilities | |||
Trade and other payables | 3,816,564 | 1,569,290 | |
Short-term loans | 30,000,000 | 15,000,000 | |
Accrued expenses and other current liabilities | 3,174,073 | 4,518,311 | |
Non-current liabilities | |||
Pension liability | 47,619 | 239,860 | |
Total non-current liabilities | 47,619 | 239,860 | |
Current liabilities | |||
Total Current Liabilities | 36,990,637 | 21,087,601 | |
Total Liabilities | 37,038,256 | 21,327,461 | |
Preference shares value | 72,466 | 72,466 | |
Common shares value | 38,537 | 38,537 | |
Treasury Shares | (2,411) | (6,202) | |
Additional paid-in capital | 44,050,855 | 42,061,984 | |
Accumulated other comprehensive income (loss) | 98,092 | (168,177) | |
Accumulated deficit | (69,523,757) | (53,643,615) | |
Total Shareholders’ Deficit | (25,266,218) | (11,645,007) | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 11,772,038 | 9,682,454 | |
Current assets | |||
Other receivables | 581,573 | 148,774 | |
Non-current assets | |||
Property and equipment, net | 59,261 | 45,739 | |
Total non-current assets | 59,261 | 45,739 | |
Helix Acquisition Corp. | |||
Current assets | |||
Cash | 23,336 | 666,790 | $ 1,335,924 |
Prepaid expenses | 135,916 | 126,916 | 283,057 |
Total Current Assets | 116,159,252 | 793,706 | 1,618,981 |
Current assets | |||
Restricted Cash | 101,000,000 | ||
Short-term loan receivables | 15,000,000 | ||
Investments held in Trust Account | 115,051,039 | 115,042,608 | 115,014,917 |
TOTAL ASSETS | 231,210,291 | 115,836,314 | 116,633,898 |
Current liabilities | |||
Capital Contributions – PIPE | 116,000,000 | ||
Share redemption liability | 80,842,313 | ||
Current liabilities | |||
Accrued expenses | 5,797,949 | 3,870,251 | 67,120 |
Promissory note – related party | 150,000 | 58,063 | |
Total Current Liabilities | 202,790,262 | 3,870,251 | 125,183 |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | 4,025,000 |
Total Liabilities | 206,815,262 | 7,895,251 | 4,150,183 |
Class A ordinary shares subject to possible redemption | 115,000,000 | 115,000,000 | |
Preference shares value | |||
Common shares value | 385 | 43 | 43 |
Additional paid-in capital | 34,157,345 | ||
Common shares value | 288 | 288 | 288 |
Accumulated deficit | (9,762,989) | (7,059,268) | (2,516,616) |
Total Shareholders’ Deficit | 24,395,029 | (7,058,937) | (2,516,285) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 231,210,291 | $ 115,836,314 | $ 116,633,898 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Ordinary shares, par value (in Dollars per share) | $ 0.1 | $ 0.1 | |
Ordinary shares, shares authorized | 390,000 | 390,000 | |
Ordinary shares, shares issued | 361,528 | 361,528 | |
Ordinary shares, shares outstanding | 338,772 | 303,772 | |
Treasury Shares | 22,756 | 57,756 | |
Helix Acquisition Corp. | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares [Member] | Helix Acquisition Corp. | |||
Ordinary shares subject to possible redemption | 11,500,000 | 11,500,000 | 11,500,000 |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 3,849,355 | 430,000 | 430,000 |
Ordinary shares, shares outstanding | 3,849,355 | 430,000 | 430,000 |
Class B Ordinary Shares [Member] | Helix Acquisition Corp. | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,875,000 | 2,875,000 | 2,875,000 |
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 |
Series A Preferred Stock | |||
Preference shares, par value (in Dollars per share) | $ 0.1 | $ 0.1 | |
Preference shares, shares authorized | 680,196 | 680,196 | |
Preference shares, shares issued | 680,196 | 680,196 | |
Preference shares, shares outstanding | 680,196 | 680,196 | |
Liquidation preference (in Dollars) | $ 33.4 | $ 33.4 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 10 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Loss from operations | $ (15,942,316) | $ (53,577,012) | |||
Net loss | (15,880,142) | (53,643,615) | |||
Actuarial income (loss) on employee benefit plans – current period | 266,269 | (168,177) | |||
Other comprehensive income (loss) | 266,269 | (168,177) | |||
Comprehensive loss | (15,613,873) | (53,811,792) | |||
Net Loss attributable to common shareholders | $ (15,880,142) | $ (53,643,615) | |||
Weighted average shares outstanding (in Shares) | 149,044 | 233,086 | |||
Basic and diluted net loss per share (in Dollars per share) | $ (106.55) | $ (230.15) | |||
Operating expenses | |||||
Research and development | $ (10,454,948) | $ (35,529,331) | |||
General and administrative | (5,487,368) | (18,042,710) | |||
Depreciation | (2,488) | (4,971) | |||
Total operating expenses | (15,942,316) | (53,577,012) | |||
Other income (expenses), net | 69,506 | (61,848) | |||
Loss before income tax | (15,872,810) | (53,638,860) | |||
Income tax | (7,332) | $ (4,755) | |||
Helix Acquisition Corp.[Member] | |||||
General and administrative expenses | 2,711,495 | $ 4,570,345 | $ 94,106 | $ 105,755 | |
Loss from operations | (2,711,495) | (4,570,345) | (94,106) | (105,755) | |
Net loss | (2,703,721) | (4,542,654) | (76,291) | (90,838) | |
Operating expenses | |||||
Interest expense | (657) | ||||
Interest earned on investments held in Trust Account | 8,431 | 27,691 | 17,815 | 14,917 | |
Total other income, net | $ 7,774 | $ 27,691 | $ 17,815 | $ 14,917 | |
Common Class A [Member] | Helix Acquisition Corp.[Member] | |||||
Weighted average shares outstanding (in Shares) | 11,878,208 | 11,930,000 | 11,930,000 | 6,232,090 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.18) | $ (0.31) | $ (0.01) | $ (0.01) | |
Common Class B [Member] | Helix Acquisition Corp.[Member] | |||||
Weighted average shares outstanding (in Shares) | 2,875,000 | 2,875,000 | 2,875,000 | 2,695,896 | |
Basic and diluted net loss per share (in Dollars per share) | $ (0.18) | $ (0.31) | $ (0.01) | $ (0.01) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Helix Acquisition Corp. Common Shares | Class B Helix Acquisition Corp. Common Shares | Series A Preferred Shares | Helix Acquisition Corp. Additional Paid-in Capital | Helix Acquisition Corp. Accumulated Deficit | Helix Acquisition Corp. | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Common Shares Held In Treasury | Accumulated Other Comprehensive Loss | Total | ||
Balance at Aug. 12, 2020 | ||||||||||||||
Balance (in Shares) at Aug. 12, 2020 | ||||||||||||||
Issuance of Class B ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||||||||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 2,875,000 | |||||||||||||
Sale of 11,500,000 Units, net of underwriting discounts and offering costs | (4,324,669) | (2,425,776) | (6,750,445) | |||||||||||
Sale of 430,000 Private Placement Shares | $ 43 | 4,299,957 | 4,300,000 | |||||||||||
Sale of 430,000 Private Placement Shares (in Shares) | 430,000 | |||||||||||||
Net loss | (90,838) | (90,838) | ||||||||||||
Balance at Dec. 31, 2020 | (2,516,285) | |||||||||||||
Net loss | (76,291) | (76,291) | ||||||||||||
Balance at Mar. 31, 2021 | $ 43 | $ 288 | (2,592,905) | (2,592,574) | ||||||||||
Balance (in Shares) at Mar. 31, 2021 | 430,000 | 2,875,000 | ||||||||||||
Balance at Dec. 31, 2020 | (2,516,285) | |||||||||||||
Net loss | (4,542,654) | (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) | ||
Balance (in Shares) at Dec. 31, 2021 | 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 | 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) | |||||||||||||
Net loss | (53,643,615) | (53,643,615) | ||||||||||||
Other comprehensive income (loss) | (168,177) | (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 | |||||||||||||
Net loss | (2,703,721) | (2,703,721) | (15,880,142) | (15,880,142) | ||||||||||
Shares no longer subject to redemption | $ 342 | 34,157,345 | 34,157,687 | |||||||||||
Shares no longer subject to redemption (in Shares) | 3,419,355 | |||||||||||||
Other comprehensive income (loss) | 266,269 | 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 Statem_3
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 Statem_4
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
Description of Organization and Business Operations | 3 Months Ended | 10 Months Ended | 12 Months Ended |
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 ® -level -specific ® -17A -17F -17A -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 On July 9, 2021, the Company established a wholly -owned 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 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 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 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 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 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: • • • • • • 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 -19 -19 -19 At this point, the extent to which COVID -19 • • • • • | Note 1 — Description of business Corporate information MoonLake Immunotherapeutics AG (the “Company” or “MoonLake” or “we”) is a clinical -stage ® -level -specific ® -17A -17F -17A -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 On July 9, 2021, the Company established a wholly -owned 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 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 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: • • • • • • 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 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 On February 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 -19 -19 -19 At this point, the extent to which COVID -19 • • • • • | |
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 The Business Combination Agreement provided for, among other things, the following transactions: (i) (ii) -outstanding -for-one (iii) (iv) (v) (vi) 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 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 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 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 -7 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 | 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 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 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 -7 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 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 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 -share 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 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 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 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | 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 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 | 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 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. 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: • -process • -license • -based • 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 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 There are three levels of inputs to fair value measurements: • • • Transfers between Levels Cash, short -term -term 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 Property and equipment Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight -line Share-based transaction Goods or services received in a share -based -based The Company measures and recognizes compensation expense for all share -based -employees -Scholes -based 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 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 -average -average -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 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 ”) -02 Leases -02 -02 -public -ended -02 | |
Helix Acquisition Corp.[Member] | |||
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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K 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 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 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 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 -7 Share Redemption Liability As of March 31, 2022, the share redemption liability consisted of 8,080,645 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 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 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 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 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 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 Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 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 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 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 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. 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 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. 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 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 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 For the 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 Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 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 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
Initial Public Offering | 3 Months Ended | 12 Months Ended |
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 | 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 |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
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
Related Party Transactions | 3 Months Ended | 12 Months Ended |
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 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 -trading 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 -term | 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 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 -trading 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
Commitments and Contingencies | 3 Months Ended | 10 Months Ended |
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 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 -clinical As of December |
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 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 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 -lead 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 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 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 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 -economic 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 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 -lead 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)
Shareholders’ Equity (deficit) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Shareholders’ Equity (deficit) [Line Items] | |||
Shareholders’ equity (deficit) | Note 8 — Shareholders’ deficit Series A (1) Common (1) Common (2) Authorized Issued Authorized Issued 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 (1) Common (1) Common (2) Authorized Issued Authorized Issued 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 On April 23, 2021, the co -founders On April 28, 2021, the Company entered into an investment agreement pursuant to which: 1. -licensing -value -based -party 2. -founders 3. 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 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. 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 -based Series A Preferred Shares features The Series A Preferred Shares have the following features: 1. 2. a. -converted b. The liquidation preference shall terminate and cease automatically upon completion of an Initial Public Offering (“IPO”) of the Company. 3. -dilution -dilution The anti -dilution -dilution The anti -dilution a. b. c. d. e. f. The anti -dilution 4. a. b. -establish 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 -based 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 | |
Helix Acquisition Corp.[Member] | |||
Shareholders’ Equity (deficit) [Line Items] | |||
Shareholders’ equity (deficit) | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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 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 -linked -linked -linked conversion of Founder Shares will never occur on a less than one -for-one | NOTE 7 — SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares 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 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 -linked -linked -linked -for-one |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Helix Acquisition Corp.[Member] | ||
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 -to-maturity -to-maturity 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, Assets: Proceeds held in Trust Account 1 115,051,039 115,042,608 | 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 -to-maturity -to-maturity 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. 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 Held-To-Maturity Level Amortized Gross Fair Value December 31, 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 |
Subsequent Events
Subsequent Events | 3 Months Ended | 10 Months Ended | 12 Months Ended |
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 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 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 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 | Note 14 — Subsequent events The Company has evaluated material subsequent events through March 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 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 | |
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 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
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 -specific ® -how -wide -licensing The In -licensing -based There were no tangible assets acquired or liabilities assumed by the Company under the In -licensing Subject to the terms of the In -licensing In addition, the In -licensing -teen |
Prepaid Expenses
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, December 31, 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, 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
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, December 31, 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, 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 curr
Accrued expenses and other current liabilities | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | ||
Accrued expenses and other current liabilities | Note 5 — Accrued expenses and other current liabilities March 31, December 31, 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, 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
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 The loans are subordinated to all current and future claims of creditors of the Company, interest -free 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 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 Company has entered into a short -term The loans are subordinated to all current and future claims of creditors of the Company, interest -free |
Employee Benefit Plans
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 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, 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, 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, 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, Actuarial loss $ 168,177 The assumptions used to calculate the ASC 715 liabilities are summarized in the table below: Assumptions at 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, 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. |
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] | ||
Net loss per Common Share | 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
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 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 Plan Three Months 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 -founders -founders th -founders 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) -based (2) -founder Grants awarded Program Restricted 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) 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 • • • All arrangements contain service and performance conditions and are settled with shares of the Company only and meet the definition of share -based 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 -settled -based The Company has recognized an increase in shareholders’ equity in the consolidated balance sheet as of December 31, 2021 and stock -based 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 Plan For the 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. On April 28, 2021, the shareholders’ agreement between the co -founders -founders -founders th -founders 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 -based Accounting for the Restricted Founder Shares as share -based -cash two -year -based -in 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 (2) 336.39 Purchase price (CHF) 0.10 ____________ (1) -based (2) -founder Grants awarded Program Restricted 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, (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 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 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) -based 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) 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 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 assumptions used in the valuation of the ESOP grants under the Black -Scholes 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) -based (2) -based (3) (4) -free (5) 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
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 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 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, December 31, 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 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 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, 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 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of presentation | 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 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 “$”), unless otherwise indicated. The term “Swiss franc” and “CHF” refer to the legal currency of Switzerland, unless otherwise indicated. Due to rounding, figures in the unaudited condensed consolidated financial statements and accompanying notes may not add up exactly to the sum given. | Basis of presentation The Company’s financial statements have been prepared under United States Generally Accepted Accounting Principles (“US GAAP”) since its inception and through December 31, 2021. All US GAAP references relate to the Accounting Standards Codification (“ASC” or “Codification”) established by the Financial Accounting Standards Board (“FASB”) as the single authoritative source of US GAAP to be applied by non -governmental All amounts are presented in U.S. Dollar (“USD” or “$”), unless otherwise indicated. The term “Swiss franc” and “CHF” refer to the legal currency of Switzerland, unless otherwise indicated. 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 | 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: • -process • -license • -based • 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 | ||
Cash and Cash Equivalents | 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. | ||
Income taxes | 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 Ordinary Share | Net loss per share Net loss per share is computed using the two -class -average -average -dilutive | ||
Concentration of Credit Risk | 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. | ||
Recent Accounting Standards | Recent accounting pronouncements not yet adopted In February 2016, the FASB issued ASU No. 2016 -02 Leases Topic 842 (“ASU 2016 -02 ”) -02 Leases -02 -02 -public -ended -02 | ||
Fair value measurements | Fair value measurements The Company follows the guidance included in ASC 820, Fair Value Measurement There are three levels of inputs to fair value measurements: • • • Transfers between Levels Cash, short -term -term | ||
Segment information | 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 | ||
Property and equipment | Property and equipment Property and equipment, net is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight -line | ||
Share-based transaction | Share-based transaction Goods or services received in a share -based -based The Company measures and recognizes compensation expense for all share -based -employees -Scholes -based | ||
Foreign currency | 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 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”). | ||
Acquisitions | 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 | Pension accounting The Company accounts for pension assets and liabilities in accordance with ASC 715, Compensation — Retirement Benefits 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. | ||
Significant accounting policies | Significant accounting policies The Company’s significant accounting policies are discussed in Note 2, Basis of preparation and significant accounting policies | ||
Helix Acquisition Corp.[Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of presentation | 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K | 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 | 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 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 | 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 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 | |
Use of Estimates | 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. | 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. 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 | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term | |
Offering Costs | 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 | 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 | 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 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 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. 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 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. 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. | 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 | 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 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 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 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 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 For the 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 | 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. | 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 | 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 | 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 | |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 -06 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. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -06 -06 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 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 | 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 -7 | ||
Share Redemption Liability | Share Redemption Liability As of March 31, 2022, the share redemption liability consisted of 8,080,645 | ||
Capital Contributions PIPE | 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 |
Basis of Presentation and Sig_2
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 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 For the 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)
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 (1) Common (1) Common (2) Authorized Issued Authorized Issued 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 (1) Common (1) Common (2) Authorized Issued Authorized Issued 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
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 Gross Fair Value December 31, 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, 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)
Prepaid Expenses (Tables) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses [Abstract] | ||
Schedule of prepaid expenses | March 31, December 31, 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, 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 (Table
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, December 31, 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, 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 cu_2
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, December 31, 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, 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)
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, 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, 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, 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, Actuarial loss $ 168,177 | |
Schedule of assumptions used to calculate the ASC 715 liabilities | Assumptions at 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, 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 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 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of loss per share calculations | 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 (Table
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 Restricted Founder Shares $ 1,210,082 ESPP 692,678 ESOP 86,111 Total share-based compensation $ 1,988,871 | Compensation Plan For the 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 (1) -based (2) -founder | 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 (2) 336.39 Purchase price (CHF) 0.10 (1) -based (2) -founder |
Schedule of grants awarded Program | Program Restricted 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 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, (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) -based | |
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 (1) | 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) |
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 — (1) -based (3) (4) -free (5) |
Income Taxes (Tables)
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 Switzerland $ (15,911,398 ) Foreign 38,588 Total $ (15,872,810 ) | For the Switzerland $ (53,663,726 ) Foreign 24,866 Total $ (53,638,860 ) |
Schedule of income tax rate to loss before income taxes | Three Months Statutory income tax rate 11.9 % Change in valuation allowance (11.9 )% Effective income tax rate — % | For the 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, December 31, 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, 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 a_2
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 | |||||||||
Related expenses | $ 134,700,000 | $ 216,300,000 | ||||||||||
Loan agreement | $ 15,000,000 | |||||||||||
Financial loan | $ 15,000,000 | |||||||||||
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% | |||||||||||
Acquires, percentage | 50% | |||||||||||
Percentage of restricted redeeming shares | 20% | 20% | ||||||||||
Public shares, percentage | 100% | |||||||||||
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% | 100% | ||||||||||
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 Sig_3
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 Sig_4
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 Sig_5
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) |
Initial Public Offering (Detail
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)
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 (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 10 Months Ended | |||||
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 $10.00 per share. Such shares would be identical to the Private Placement Shares. | ||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of shares (in Shares) | 2,875,000 | ||||||||
Founder Shares [Member] | Class B Ordinary Shares [Member] | Helix Acquisition Corp.[Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Transferred shares (in Shares) | 3,593,750 | 2,875,000 | |||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase of shares (in Shares) | 718,750 | ||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | Helix Acquisition Corp.[Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Transferred shares (in Shares) | 718,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 10 Months Ended | 12 Months Ended | |||
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 | ||||||
Total committed amount | $ 65,800,000 | ||||||
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 | ||||||
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)
Shareholders’ Equity (deficit) (Details) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||
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% | ||||||||||||||||||||
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% | 20% | |||||||||||||||||||
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 (Detail
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 (Deta_2
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 (Deta_3
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)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 10 Months Ended | |||||
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] | |||||||
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. | ||||
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 | ||||||
Fair market value percentage | 80% | ||||||
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 (Detail
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 | |
Equity instruments in percent | 9.90% | |
Transaction costs | $ 0.6 | |
Other loans payable | $ 347.6 | € 307.1 |
Prepaid Expenses (Details) - Sc
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 (Detai
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 cu_3
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)
Short-Term Loans (Details) - USD ($) | 3 Months Ended | ||
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
Employee Benefit Plans (Details) | 3 Months Ended | 10 Months Ended | ||
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 (Detai_2
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 (Detai_3
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 (Detai_4
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) |
Employee Benefit Plans (Detai_5
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 (Detai_6
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 (Detai_7
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)
Shareholders' Equity (deficit) (Details) - Schedule of share consolidation - shares | 3 Months Ended | 10 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Common Shares [Member] | |||
Shareholders' Equity (deficit) (Details) - Schedule of share consolidation [Line Items] | |||
Authorized, Beginning balance | [1] | 390,000 | 1,060,000 |
Issued, Beginning balance | [1] | 361,528 | 1,000,000 |
Authorized, Ending balance | [1] | 390,000 | 390,000 |
Issued, Ending balance | [1] | 361,528 | 361,528 |
Authorized, Conversion of transferred Common Shares into Series A Preferred Shares | [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] | |||
Authorized, Beginning balance | [1] | 680,196 | |
Issued, Beginning balance | [1] | 680,196 | |
Authorized, Ending balance | [1] | 680,196 | 680,196 |
Issued, Ending balance | [1] | 680,196 | 680,196 |
Authorized, Conversion of transferred Common Shares into Series A Preferred Shares | [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_2
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 (Deta
Net Loss Per Common Share (Details) - $ / shares | 3 Months Ended | 10 Months Ended |
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 (De_2
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) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 10 Months Ended | |
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% | 25% | ||
Issued share capital | 50% | 50% | ||
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% | 25% | ||
Issued share capital | 50% | 50% | ||
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 (Det_2
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 (Det_3
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 (Det_4
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 | |||
Schedule of valuation of the restricted founder shares [Abstract] | ||||
Grant date | Apr. 28, 2021 | |||
Estimated fair value of Restricted Founder Shares on the grant date (USD)(1) (in Shares) | 49 | [1] | 49 | [2] |
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD)(2) | $ 336.39 | [3] | $ 336.39 | [4] |
Purchase price (CHF) | $ 0.1 | $ 0.1 | ||
[1]The Company estimated the fair value of the Restricted Founder Shares with reference to the market -based -based -founder -founder |
Share-Based Compensation (Det_5
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 (Det_6
Share-Based Compensation (Details) - Schedule of valuation of the grants awarded under the ESPP - 7 months ended Sep. 30, 2021 | USD ($) | SFr / shares | |
Schedule of valuation of the grants awarded under the ESPP [Abstract] | |||
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 |
Share-Based Compensation (Det_7
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) | $ 336.39 | [1] | $ 336.39 | [2] |
Purchase price (CHF) | $ 0.1 | $ 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).[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). |
Share-Based Compensation (Det_8
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 (Det_9
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 | ||||
Schedule of ESOP grants under the black-scholes pricing model [Abstract] | |||||
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 | 6 years | ||
Expected volatility of the share price | [4] | 75% | 75% | ||
Risk-free interest rate | [5] | 1% | 1% | ||
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 -free |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 10 Months Ended |
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) - Schedu
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) - Sche_2
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% | |
Effective income tax rate | 0% |
Income Taxes (Details) - Sche_3
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 Sig_6
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 Sig_7
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 (Deta_4
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) - _2
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 (Det_2
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 cu_4
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 (Detai_8
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)
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] | ||||
Authorized, Beginning balance | [1] | 390,000 | 390,000 | 1,060,000 |
Issued, Beginning balance | [1] | 361,528 | 361,528 | 1,000,000 |
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, Ending balance | [1] | 390,000 | 390,000 | 1,060,000 |
Issued, Ending balance | [1] | 361,528 | 361,528 | 1,000,000 |
Series A Preferred Shares [Member] | ||||
Shareholders’ deficit (Details) - Schedule of share consolidation [Line Items] | ||||
Authorized, Beginning balance | [1] | 680,196 | 680,196 | |
Issued, Beginning balance | [1] | 680,196 | 680,196 | |
Authorized, Share-based payment under the equity incentive plan ESPP | [1] | |||
Issued, Share-based payment under the equity incentive plan ESPP | [1] | |||
Authorized, Ending balance | [1] | 680,196 | 680,196 | |
Issued, Ending balance | [1] | 680,196 | 680,196 | |
Common Shares Held In Treasury [Member] | ||||
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 (De_3
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) |
Share-based compensation (De_10
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 (De_11
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 | |||
Schedule of valuation of the restricted founder shares [Abstract] | ||||
Estimated fair value of Restricted Founder Shares on the grant date (USD) (in Shares) | 49 | [1] | 49 | [2] |
Estimated fair value of Restricted Founder Shares on the resignation date of one of the co-founders (USD) | $ 336.39 | [3] | $ 336.39 | [4] |
Purchase price (CHF) | $ 0.1 | $ 0.1 | ||
[1]The Company estimated the fair value of the Restricted Founder Shares with reference to the market -based -based -founder -founder |
Share-based compensation (De_12
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 (De_13
Share-based compensation (Details) - Schedule of fair value common shares with reference to the market based transaction - $ / shares | Jan. 18, 2022 | Dec. 31, 2021 | ||
Schedule of fair value common shares with reference to the market based transaction [Abstract] | ||||
Estimated fair value of Common Shares on the grant date (USD) | $ 336.39 | [1] | $ 336.39 | [2] |
Purchase price (CHF) | $ 0.1 | $ 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).[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). |
Share-based compensation (De_14
Share-based compensation (Details) - Schedule of ESOP grants under the black-scholes pricing model - shares | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ESPP [Member] | ||
Share-based compensation (Details) - Schedule of ESOP grants under the black-scholes pricing model [Line Items] | ||
Awards outstanding beginning | 31,528 | |
Awards outstanding ending | 66,528 | 31,528 |
Awards exercisable | ||
ESPP [Member] | January 18, 2022 [Member] | ||
Share-based compensation (Details) - Schedule of ESOP grants under the black-scholes pricing model [Line Items] | ||
Awards granted | 35,000 | |
ESOP [Member] | ||
Share-based compensation (Details) - Schedule of ESOP grants under the black-scholes pricing model [Line Items] | ||
Awards outstanding beginning | 6,660 | |
Awards granted | ||
Awards outstanding ending | 6,660 | 6,660 |
Awards exercisable |
Income tax (Details) - Schedule
Income tax (Details) - Schedule of income or loss before income tax - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income tax (Details) - Schedule of income or loss before income tax [Line Items] | ||
Total income tax | $ (15,872,810) | $ (53,638,860) |
Switzerland [Member] | ||
Income tax (Details) - Schedule of income or loss before income tax [Line Items] | ||
Total income tax | (15,911,398) | (53,663,726) |
Foreign [Member] | ||
Income tax (Details) - Schedule of income or loss before income tax [Line Items] | ||
Total income tax | $ 38,588 | $ 24,866 |
Income tax (Details) - Schedu_2
Income tax (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% |
Change in valuation allowance | (11.90%) | (1.00%) |
Effective income tax rate | 0% |
Income tax (Details) - Schedu_3
Income tax (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 | (7,732,023) | (5,845,118) |
Total deferred tax asset (net) |