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 Q4 - Annual Report