Full Press Release Details
HELIX ACQUISITION CORP. II
INDEX TO FINANCIAL STATEMENT
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet | F-3 | |
| Notes to Financial Statement | F-4 |
Report of Independent Registered Public Accounting
To the Shareholders and Board of Directors of
Helix Acquisition Corp. II
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Helix
Acquisition Corp. II (the "Company") as of, February 13, 2024, and the related notes (collectively referred to as the "financial
statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company
as of February 13, 2024, in conformity with accounting principles generally accepted in the United States of America.
This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement
is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the
risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2021.
HELIX ACQUISITION CORP. II
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 2,496,493 | ||
| Prepaid expense | 19,600 | |||
| Total current assets | 2,516,093 | |||
| Cash held in Trust Account | 184,000,000 | |||
| TOTAL ASSETS | $ | 186,516,093 | ||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||
| Current Liabilities | ||||
| Accrued offering costs | $ | 81,000 | ||
| Accrued expenses | 22,947 | |||
| Promissory note - related party | 70,095 | |||
| Total Current Liabilities | 174,042 | |||
| Deferred underwriting fee | 5,520,000 | |||
| Total LIABILITIES | 5,694,042 | |||
| Commitments and Contingencies (Note 6) | ||||
| Class A ordinary shares subject to possible redemption, 18,400,000 shares at redemption value of $10.00 per share | 184,000,000 | |||
| Shareholders' Deficit | ||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | - | |||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 509,000 shares issued and outstanding (excluding 18,400,000 shares subject to possible redemption) | 51 | |||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,600,000 shares issued and outstanding (1) | 460 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (3,178,460 | ) | ||
| Total Shareholder's Deficit | (3,177,949 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ | 186,516,093 |
The accompanying notes are an integral
part of this financial statement.
HELIX ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
NOTE 1 - ORGANIZATION AND PLAN OF BUSINESS
Helix Acquisition Corp. II (the "Company")
is a blank check company incorporated as a Cayman Islands exempted company on June 15, 2021. 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 but intends to focus on healthcare and healthcare related industries. 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 February 13, 2024, the Company had not commenced
any operations. All activity for the period from June 15, 2021 (inception) through February 13, 2024 relates to the Company's
formation and the initial public offering ("Initial Public Offering"), which is described below. The Company will not generate
any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31
as its fiscal year end.
The registration statement for the Company's Initial
Public Offering was declared effective on February 8, 2024. On February 13, 2024, the Company consummated the Initial Public Offering
of 18,400,000 Class A ordinary shares (the "Public Shares"), which includes the full exercise by the underwriter of its over-allotment
option in the amount of 2,400,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $184,000,000, which is discussed
in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 509,000 Class A ordinary
shares (the "Private Placement Shares") to Helix Holdings II, LLC (the "Sponsor") at a price of $10.00 per
Private Placement Share, or $5,090,000 in the aggregate, which is described in Note 4.
Transaction costs amounted to $8,180,834 consisting of $1,840,000
of upfront cash underwriting fee, $5,520,000 of deferred underwriting fee (see additional discussion on Note 6), and $820,834 of other
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 rules of Nasdaq
require that the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the
value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on
the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company anticipates
structuring the initial Business Combination so that the post transaction company in which the Public Shareholders (as defined below)
own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. The Company may, however,
structure the initial Business Combination such that the post transaction company owns or acquires less than 100% of such interests or
assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the issued
and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it
not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment
Following the closing of the Initial Public Offering, on
February 13, 2024, an amount of $184,000,000 ($10.00 per Share) from the net proceeds of the sale of the Public Shares and the sale of
the Private Placement Shares was placed in the trust account ("Trust Account"), located in the United States and held in cash,
deposited into an interest bearing or non-interest bearing bank demand deposit account at a U.S. chartered commercial bank with consolidated
assets of $100 billion or more, or invested in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by the Company, until the earliest of (i) the completion of a Business Combination and (ii) the
distribution of the funds in the Trust Account to the Company's shareholders, as described below.
The Company will provide 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) without a shareholder vote 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 anticipated to be $10.00 per Public Share), including
interest (net of taxes paid or payable), divided by the number of then issued and outstanding Public Shares, subject to certain limitations
as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their Public Shares
will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). The
Class A ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial
Public Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities
HELIX ACQUISITION CORP. II
NOTES TO FINANCIAL STATEMENT
NOTE 1 - ORGANIZATION AND PLAN OF BUSINESS
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