Helix Acquisition(HLXB)

Search documents
Helix Acquisition(HLXB) - 2025 Q1 - Quarterly Report
2025-05-15 21:26
Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $487,392, with general and administrative expenses of $2,421,186 and interest income of $1,989,268 from marketable securities [124]. - The company generated a net income of $1,100,442 for the three months ended March 31, 2024, primarily from interest earned on marketable securities [125]. - Cash used in operating activities for the three months ended March 31, 2025, was $734,642, with changes in operating assets and liabilities providing $1,684,099 of cash [129]. IPO and Capital Raising - The company completed its IPO on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares at $10.00 per share [127]. - The company incurred $8,180,834 in IPO-related costs, which included $1,840,000 in upfront cash underwriting fees and $5,520,000 in deferred underwriting fees [128]. - The Company has entered into Subscription Agreements to issue approximately $260,000,000 of PubCo Common Stock to PIPE Investors, with Cormorant Funds subscribing for $75,000,000 [162]. Trust Account and Business Combination - As of March 31, 2025, the company held marketable securities in the Trust Account totaling $194,438,559, including $10,438,559 of interest income [131]. - The company intends to use funds held in the Trust Account to complete its initial business combination and for working capital to finance operations of the target business [131]. - The Aggregate Merger Consideration for BBOT stockholders is determined to be $461,051,546, which will be divided by the Redemption Price to establish the Consideration Ratio [151]. - The Company must ensure that the aggregate cash proceeds from its Trust Account and PIPE Investments total at least $400,000,000 to proceed with the merger [154]. Business Combination Agreement - The company entered into the BBOT Business Combination Agreement on February 28, 2025, which includes plans for the company to migrate to Delaware and merge with BBOT [146]. - The BBOT Business Combination Agreement includes customary closing conditions that must be satisfied or waived before the merger can be completed [152]. - The Helix Support Agreement mandates that certain shareholders vote in favor of the merger and prohibits them from selling their shares until the merger is completed [155]. - The Sponsor will forfeit shares of PubCo Common Stock if the Company Closing Cash is less than $400,000,000, calculated based on a specific formula [156]. - The Lock-Up Agreement restricts the transfer of shares held by the Sponsor and other investors for one year following the Closing Date [167]. - The A&R Registration Rights Agreement requires PubCo to file a registration statement within 30 days post-Closing to register the resale of certain shares [169]. - The obligations to consummate the PIPE Investments are contingent upon the PubCo Common Stock being approved for listing on Nasdaq [163]. Going Concern and Future Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans and has raised substantial doubt about its ability to continue as a going concern if it cannot complete a business combination by February 14, 2026 [136]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $6,458 to the Sponsor for administrative services [137][139]. - A total of 450,900 Class A ordinary shares are subject to Non-Redemption Agreements, ensuring these shares will not be redeemed during the merger process [165].
Helix Acquisition(HLXB) - 2024 Q4 - Annual Report
2025-03-11 00:31
Corporate Governance - The audit committee is chaired by John Schmid, who is recognized as an "audit committee financial expert" under SEC rules[442]. - The compensation committee, led by Mark McKenna, is responsible for reviewing and approving executive compensation and incentive plans[443]. - Directors have fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest[455]. - The company has not established specific minimum qualifications for director nominees, focusing instead on a range of criteria[447]. - The compensation committee may retain external advisors while ensuring their independence[444]. - Potential conflicts of interest may arise as executive officers and directors are involved in multiple business ventures[460]. - Indemnification provisions may discourage shareholders from suing officers or directors for breach of fiduciary duty[468]. Business Conduct and Ethics - The company has established a code of business conduct and ethics that complies with Nasdaq regulations[452]. - An insider trading policy has been adopted to govern the trading of securities by directors, officers, and employees[453]. Business Operations - The company does not intend to have full-time employees prior to completing its initial business combination[461]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[305]. Financial Arrangements - The Sponsor, officers, directors, and advisors have agreed to waive their redemption rights regarding founder shares and Private Placement Shares in connection with the initial business combination[462]. - The Sponsor will receive $6,458 per month for office space and administrative services starting from the listing date on Nasdaq[463]. - The company has purchased a policy of directors' and officers' liability insurance to cover defense costs and indemnification obligations[466]. - Officers and directors have waived any claims to funds in the Trust Account, which may limit recourse for indemnification[467]. - The company is not required to obtain an independent fairness opinion for business combinations with affiliated targets, but will do so if necessary[463]. - The company may pay consulting or finder fees to independent directors or advisors in connection with the initial business combination[463]. Shareholder Actions - The Cormorant Funds have agreed to vote their Class A ordinary shares in favor of the initial business combination[465]. - The lockup period for founder shares and Private Placement Shares is one year post-initial business combination, with potential early release if share price conditions are met[462].
Helix Acquisition(HLXB) - 2024 Q3 - Quarterly Report
2024-11-14 21:30
Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,333,358, primarily from interest earned on marketable securities held in the Trust Account of $2,554,610[81]. - For the nine months ended September 30, 2024, the company had a net income of $5,646,336, with interest earned on marketable securities totaling $6,203,404[82]. - As of September 30, 2024, the company held marketable securities in the Trust Account valued at $190,203,404, including $6,203,404 of interest income[87]. Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[84]. - The company incurred $8,180,834 in costs related to the Initial Public Offering, which included $1,840,000 in upfront cash underwriting fees[85]. Cash Flow and Operations - Cash used in operating activities for the nine months ended September 30, 2024, was $675,961, with no cash flows from operating activities reported for the same period in 2023[86]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[91]. Business Strategy - The company has 24 months from the Initial Public Offering to complete its initial Business Combination[90]. - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and related due diligence[88]. - Up to $1,500,000 of Working Capital Loans may be convertible into private placement shares at a price of $10.00 per share at the lender's option[89].
Helix Acquisition(HLXB) - 2024 Q2 - Quarterly Report
2024-08-14 12:47
Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $2,212,536, primarily from interest earned on marketable securities held in the Trust Account of $2,442,279[66] - For the six months ended June 30, 2024, the company had a net income of $3,312,978, with interest income from marketable securities amounting to $3,648,794[66] - As of June 30, 2024, the company held marketable securities in the Trust Account valued at $187,648,794, including approximately $3,648,794 of interest income[70] Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[67] - The company incurred $8,180,834 in costs related to the Initial Public Offering, which included a $1,840,000 upfront cash underwriting fee and a $5,520,000 deferred underwriting fee[69] - The total net proceeds from the Initial Public Offering and private placement amounted to $186,496,493, with $184,000,000 placed in the Trust Account[85] - The underwriting fees deducted from the total proceeds exclude a deferred portion of $5,520,000, payable upon the consummation of the initial Business Combination[85] Cash Flow and Financing - Cash used in operating activities for the six months ended June 30, 2024, was $647,098, with no cash flows from operating activities reported for the same period in 2023[69] - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[74] - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares[73] Business Combination - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination[70] - The company has 24 months from the Initial Public Offering to complete its initial Business Combination[73] Compliance and Reporting - There were no defaults upon senior securities reported[86] - No mine safety disclosures were made in the report[86] - The report includes various exhibits related to agreements and certifications, but no specific financial performance metrics were disclosed[87] - The report was signed by the Chairperson and Chief Executive Officer, Bihua Chen, and the Chief Financial Officer, Caleb Tripp, on August 14, 2024[91]
Helix Acquisition(HLXB) - 2024 Q1 - Quarterly Report
2024-05-15 20:05
Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $1,100,442, primarily from interest earned on marketable securities held in the Trust Account of $1,206,515[89]. - Cash used in operating activities for the three months ended March 31, 2024, was $617,999, compared to $0 for the same period in 2023[95][96]. Initial Public Offering - The company completed its Initial Public Offering on February 13, 2024, raising gross proceeds of $184,000,000 from the sale of 18,400,000 Class A ordinary shares[92]. - The company incurred $8,180,834 in Initial Public Offering related costs, including $1,840,000 in upfront cash underwriting fees[94]. Marketable Securities - As of March 31, 2024, the company held marketable securities in the Trust Account valued at $185,206,515, which includes approximately $1,206,515 of interest income[97]. - The company intends to use substantially all funds in the Trust Account to complete its initial Business Combination and for working capital of the target business[97]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[101][102]. - The company has a contractual obligation to pay $6,458 per month to its Sponsor for office space and administrative services[102]. Business Combination - The company may need to obtain additional financing to complete its Business Combination or to cover redemptions of Public Shares[100]. - The company has 24 months from the consummation of the Initial Public Offering to complete its initial Business Combination[100].