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Helix Acquisition(HLXB) - 2025 Q1 - Quarterly Report
HLXBHelix Acquisition(HLXB)2025-05-15 21:26

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of 487,392,withgeneralandadministrativeexpensesof487,392, with general and administrative expenses of 2,421,186 and interest income of 1,989,268frommarketablesecurities[124].−Thecompanygeneratedanetincomeof1,989,268 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,withchangesinoperatingassetsandliabilitiesproviding734,642, 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 184,000,000fromthesaleof18,400,000ClassAordinarysharesat184,000,000 from the sale of 18,400,000 Class A ordinary shares at 10.00 per share [127]. - The company incurred 8,180,834inIPO−relatedcosts,whichincluded8,180,834 in IPO-related costs, which included 1,840,000 in upfront cash underwriting fees and 5,520,000indeferredunderwritingfees[128].−TheCompanyhasenteredintoSubscriptionAgreementstoissueapproximately5,520,000 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].TrustAccountandBusinessCombination−AsofMarch31,2025,thecompanyheldmarketablesecuritiesintheTrustAccounttotaling75,000,000 [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 10,438,559ofinterestincome[131].−ThecompanyintendstousefundsheldintheTrustAccounttocompleteitsinitialbusinesscombinationandforworkingcapitaltofinanceoperationsofthetargetbusiness[131].−TheAggregateMergerConsiderationforBBOTstockholdersisdeterminedtobe10,438,559 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 400,000,000toproceedwiththemerger[154].BusinessCombinationAgreement−ThecompanyenteredintotheBBOTBusinessCombinationAgreementonFebruary28,2025,whichincludesplansforthecompanytomigratetoDelawareandmergewithBBOT[146].−TheBBOTBusinessCombinationAgreementincludescustomaryclosingconditionsthatmustbesatisfiedorwaivedbeforethemergercanbecompleted[152].−TheHelixSupportAgreementmandatesthatcertainshareholdersvoteinfavorofthemergerandprohibitsthemfromsellingtheirsharesuntilthemergeriscompleted[155].−TheSponsorwillforfeitsharesofPubCoCommonStockiftheCompanyClosingCashislessthan400,000,000 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].