Helix Acquisition III

This is the foundational document for the SPAC's timeline and economics. Investors can now track the 24-month deadline from the offering's closing date (January 26, 2026), which is the key deadline for the initial business combination. The trust value is confirmed at $10.00 per share initially. The document outlines the sponsor's financial incentives (low-cost founder shares, private placement shares) and the potential for dilution, as well as the redemption mechanics and the restrictions on large holders. It also highlights the track record of the management team (Helix I and Helix II), which may influence investor expectations, though past performance is not a guarantee. The disclosure of no target and no discussions sets the baseline for future deal announcements.

This Rule 462(b) supplement expands the registered offering capacity by 2,875,000 shares, which alters the maximum aggregate offering price, shifts potential underwriting compensation tiers, and increases the baseline share count subject to future redemption or conversion without requiring a second declaration of effectiveness. The document contains no updates to trust account valuation, redemption trigger dates, extension mechanisms, business combination targets, sponsor governance changes, customer contracts, revenue streams, or technology roadmaps. All mechanical adjustments and representational statements originate exclusively from the registrant, its principal executive office at 200 Clarendon Street, 52nd Floor, Boston, MA 02116, and its appointed agents and counsel. Investors should consult the incorporated Prospectus (File No. 333-291993) for trust terms, voting thresholds, and liquidation timelines, none of which are modified in this filing.

The filing reports personnel posture and equity disclosure. Reporting person Tripp Caleb, identified as CFO & COO, executes the document and explicitly states: “No non-derivative transactions or holdings reported.” This initial disclosure confirms the executive holds zero registrable common shares or derivatives at time of filing. For investors tracking sponsorship skin-in-the-game, early institutional positioning, or management alignment ahead of a target announcement, the zero-transaction statement means no documented personal capital has been deployed or repatriated as of the reporting date. Absent a subsequent Form 4 showing new grants, purchases, or conversions, the 2028-01-23 redemption window and $10 trust baseline remain controlled exclusively by the original prospectus and board resolutions.

The filing provides the complete mechanics for this IPO: $125 million trust at $10.00/share, 24-month deadline (January 2028), no warrants, 20% founder stake with anti-dilution, 180-day lock-up on founder shares and 30-day on private placement. Redemption rights are standard (tender offer or shareholder vote, with a 20% cap on redemptions in a vote scenario). The company's sponsor and management team (Cormorant affiliates, Bihua Chen) have a track record of two prior SPACs (Helix I and Helix II) that successfully closed—MoonLake Immunotherapeutics (MLTX) and BridgeBio Oncology Therapeutics (BBOT). Given the deadline is far out (2028), this is a live IPO, not a target combination filing.

This is the foundational document for the SPAC IPO. Investors can assess the trust value ($10.00/share), the 24-month deadline (expiring approximately January 2028), redemption mechanics, sponsor economics (founder shares at nominal price, lock-up periods), conflict of interest waivers, and the management team's prior SPAC execution history. The filing also includes a no-warrant structure, which is a notable variation from many SPACs. Sponsor conduct provisions (e.g., waiver of redemption rights, commitment to vote in favor of business combination) are outlined.

What changed: A Schedule 13G joint filing agreement executed by ADAR1 Capital Management, LLC and Daniel Schneeberger to consolidate their beneficial ownership reporting for Class A Ordinary Shares, par value $0.0001 per share, of Helix Acquisition Corp. III. The filing introduces no adjustments to the redemption calendar, trust account balance, extension mechanisms, business combination timeline, or sponsor governance. The signatories simply established a procedural mechanism under Rule 13d-1(k)(1) to file a single quarterly beneficial ownership update on behalf of both the management firm and its manager. Why it matters: While the exhibit contains zero narrative on customer traction, revenue projections, market sizing, technology deployments, partnership agreements, litigation status, or personnel movements, the joint reporting structure itself alters how future accumulation or divestment will be disclosed. By bundling ADAR1 Capital Management and Daniel Schneeberger’s filings, the signatories reduce disclosure fragmentation, which investors monitoring the January 23, 2028 deadline should track for coordinated signaling ahead of any proposed merger vote or trust distribution event.

What changed: A routine Schedule 13G beneficial ownership report naming Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and Dmitry Balyasny as the reporting persons. This filing excerpt reports no revisions to the redemption timeline, trust distribution mechanics, extension provisions, deal execution status, or sponsor governance. The text contains only entity and individual identifiers for Section 13(d) disclosure purposes, with no accompanying share counts, purchase prices, or transaction timestamps. Why it matters: For investors monitoring HLXC’s SEARCHING trajectory and 2028-01-23 deadline, Schedule 13G submissions serve as the primary regulatory mechanism for tracking institutional float concentration and potential coordinated voting alignments ahead of a target announcement. The current excerpt, however, omits Exhibit 99.1 and the mandatory CUSIP/share tally table required to quantify position size, assess sole versus shared voting/investment power, and evaluate the stated purpose of the holdings under Item 4. Consequently, tendering pressure, secondary market liquidity shifts, or sponsor trust-value sensitivity cannot be derived from this cover sheet alone. Until the complete filing is available, the mechanical impact on redemption windows and post-transaction capital structure remains unobservable.

What changed: Schedule 13G beneficial ownership report and Exhibit 99.1 joint filing agreement executed by Affinity Asset Advisors, LLC and Michael Cho on May 14, 2026. The provided filing text contains only the joint filing agreement; the Schedule 13G body detailing share quantities, ownership percentages, acquisition dates, and investment purpose is absent. Accordingly, the document discloses no changes to redemption windows, trust value mechanics, extension voting schedules, proposed business combination progress, or sponsor conduct. Why it matters: Without the primary Statement of Acquisition of Beneficial Ownership, investors cannot determine whether Affinity Asset Advisors or Michael Cho crossed regulatory reporting thresholds, altered positions ahead of the stated 2028-01-23 deadline, or indicated intent to support a de-SPAC transaction. The exhibit solely establishes that Andrew Weinstein, signed in the document as Chief Financial Officer and Chief Compliance Officer of Affinity, and Michael Cho (who signs in self-representative capacity) will share filing responsibilities under Rule 13d-1(k). Because the document contains no share counts, dollar values, purpose statements, or strategic commentary, it provides no basis for evaluating redemption mechanics, trust distribution, or management signaling.

What changed: A Schedule 13G beneficial ownership report, functioning as a routine compliance exhibit. The filing text provides zero updates to the stated 2028-01-23 redemption deadline, the $10 trust per share, the SEARCHING corporate status, any proposed extension timeline, or sponsor conduct indicators. It merely registers holding entities without disclosing purchase volume, cost basis, or transaction dates. Why it matters: For investors monitoring pre-deal SPAC mechanics, this disclosure carries no operational or financial commentary to evaluate. It contains no claims attributable to management, sponsors, or third parties regarding target pipelines, customer concentrations, revenue trajectories, addressable market sizing, technological capabilities, strategic alliances, pending litigation, or key personnel adjustments. Without a filed business combination agreement, charter amendment, or sponsor commitment letter, the submission reflects baseline equity registration rather than a catalyst for capital deployment, redemption threshold shifts, or trust administration changes.

What changed: A Joint Filing Agreement (Exhibit I) attached to a Schedule 13G/A, executed by Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander to consolidate their beneficial ownership reporting for Helix Acquisition Corp. III Class A Ordinary Shares, par value $0.0001 per share, under Rule 13d-1(k). This exhibit contains no share quantities, percentages, or transaction dates. It solely authorizes the four affiliated parties to file one unified Schedule 13G/A. As a result, the document reports no adjustments to redemption schedules, trust account distributions, extension resolutions, target acquisition timelines, or sponsor governance conduct. Why it matters: It confirms that Millennium Management LLC and principal Israel A. Englander maintain coordinated institutional exposure to HLXC through nested management vehicles. For investors monitoring capital positioning ahead of the 2028-01-23 search deadline, the filing signals continued institutional oversight rather than a tactical unwind. Because the substantive Schedule 13G/A body detailing exact share thresholds or acquisition dates is not included in the excerpt, the document does not quantify redemption liability, trust erosion risk, or sponsorship intent, but it provides baseline attribution of a major multi-strategy fund's pipeline coverage.

What changed: 10-K annual report for fiscal year ended December 31, 2025, filed by Helix Acquisition Corp. III (HLXC), a blank check company. First annual report since IPO (January 26, 2026). Reports no operations, net loss of $51,482, IPO proceeds of $172.5 million placed in trust ($10.00 per share), private placement of $4.975 million, transaction costs of $7.5 million. Sponsor holds 4,312,500 Class B shares (21.5% of total) acquired for $25,000. Deadline to complete initial business combination is 24 months from IPO (January 26, 2028). No business combination target identified. Provides detailed risk factors and redemption mechanics. Why it matters: Establishes baseline trust value ($10.00 per share), deadline (Jan 2028), sponsor cost basis ($0.006 per founder share, significant dilution potential), and redemption procedures. Critical for investors monitoring timeline, sponsor incentives, and potential for value erosion.

What changed: A routine compliance exhibit—a Joint Filing Agreement dated February 2, 2026—attached to a Schedule 13G/13D beneficial ownership report. Under Rule 13(d)(1)(k), RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. mutually agreed to file a single consolidated schedule covering their holdings in Helix Acquisition Corp. III Class A ordinary shares ($0.0001 par value). The agreement permits termination by any party with one week’s prior written notice. It contains no disclosures affecting HLXC’s redemption window, trust account mechanics, extension voting procedures, business combination pipeline, or sponsor fiduciary actions. Why it matters: The filing is a structural disclosure artifact rather than a transactional update. It does not signal shifts in ownership concentration, target commitment, or capital structure changes relevant to holder redemptions or extension elections. Because neither the agreement nor the accompanying exhibit includes claims regarding customers, revenue streams, market positioning, technological assets, strategic partnerships, ongoing litigation, or executive appointments, it delivers no substantive operational intelligence beyond confirming routine regulatory bundling among affiliated investment vehicles.

What changed: This document is a Schedule 13G beneficial ownership reporting form accompanied by Exhibit I, a joint filing agreement, confirming that Integrated Core Strategies (US) LLC, Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will file together regarding their combined beneficial ownership of Helix Acquisition Corp. III class A ordinary shares, dated January 29, 2026. The filing discloses no change in the number or percentage of shares held, and makes no reference to the trust account balance, redemption thresholds, conversion mechanics, extension votes, target business progress, or sponsor conduct. It solely establishes a procedural agreement under Rule 13d-1(k) to submit coordinated ownership reports. The only numerical value cited is the shares’ par value of $0.0001 per share, which appears exclusively in the exhibit text. Why it matters: Because the exhibit contains no quantitative disclosure of equity positions, voting agreements, or purchase commitments beyond the standard joint-filing designation, it provides no information that would adjust the existing search deadline, signal potential redemption activity, indicate a pipeline transaction, or reflect sponsor management behavior. The substantive content is restricted to execution signatures by Gil Raviv, identified as Global General Counsel across the holding entities, and Israel A. Englander, with zero claims attributed to any chief executive or fund operator regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Consequently, the filing carries no material impact on current capital allocation timelines, trust preservation calculations, or shareholder voting calendars.

What changed: Form 8-K Current Report announcing the consummation of the Initial Public Offering (IPO) and simultaneous Private Placement, accompanied by audited financial statements andXBRL data files. According to the Registrant’s filing, on January 26, 2026, Helix Acquisition Corp. III completed its IPO of 17,250,000 Class A ordinary shares at $10.00 per share, generating $172,500,000 in gross proceeds, which incorporated the full exercise of a 2,250,000-share over-allotment option. The filing states that simultaneously with the IPO, the Sponsor, Helix Holdings III LLC, purchased 497,500 private placement shares at $10.00 per share for $4,975,000. The Notes to Financial Statement disclose that $172,500,000 from the net proceeds was placed into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The company’s completion window is set for 24 months from the January 26, 2026 closing. As reported by management in the Notes, the Company has not selected a specific target and has not engaged in substantive discussions regarding an initial business combination. Transaction costs amounted to $7,505,053, consisting of a $1,725,000 cash underwriting fee, a $5,175,000 deferred underwriting fee, and $605,053 in other offering costs. The audited balance sheet as of January 26, 2026, reflects $3,275,000 in cash outside the trust, $128,912 outstanding on a related-party promissory note, and an administrative support agreement committing to pay the Sponsor $6,458 monthly. Why it matters: This filing activates the timeline, capitalization framework, and redemption mechanics for all tracked metrics. The $172,500,000 in the trust account establishes the funding pool for the 17,250,000 public shares, with management noting the initial anticipated redemption value is $10.00 per Public Share. The Notes specify that public shareholders may redeem shares via shareholder vote or tender offer, and the Sponsor has contractually waived redemption and liquidating distribution rights for its founder and private shares if a combination is not completed within the 24-month window. The underwriters have agreed to waive the $5,175,000 deferred commission if the Company fails to consummate a business combination, preserving those funds for pro-rata public shareholder distributions. To safeguard the trust, the Sponsor has pledged personal liability to cover third-party creditor claims that would otherwise reduce the trust below $10.00 per share (net of taxes and up to $100,000 of interest earmarked for dissolution expenses). Operating liquidity rests on the $3,275,000 of non-trust cash, though management cautions that expenditures could outpace reserves if target identification, due diligence, and negotiation costs exceed projections.

What changed: An Indemnity Agreement, dated January 22, 2026, filed as Exhibit 99.6 to a Schedule 13D submission on January 30, 2026, executed between Helix Acquisition Corp. III and Bihua Chen. The agreement establishes contractual indemnification, hold harmless, exonerate, and expense-advancement rights for Bihua Chen, who executes the document in dual capacities as Chairperson and Chief Executive Officer of the Company and as the named Indemnitee. Regarding trust and redemption mechanics, Section 27 explicitly states that the Indemnitee waives any right, title, interest, or claim to the trust account monies, noting that indemnification obligations may only be satisfied by the Company using funds outside the trust or after consummating an initial business combination. The filing sets a 10-day advance-payment trigger upon request, a 30-day entitlement-review window (with an allowable extension of up to 15 days), a 2-year limitation period for company claims against the Indemnitee (Section 25), and a Change-in-Control definition tied to acquisitions of 15% or more voting power or ownership exceeding 51% post-transaction. Administrative disclosures identify Cormorant Asset Management LP at 200 Clarendon Street, 52nd Floor, Boston, MA 02116 as the Company's service address, and White & Case LLP (Attn: Joel L. Rubinstein, Esq., 1221 Avenue of the Americas, New York, NY) as counsel. Section 28 obligates the Company to use commercially reasonable efforts to maintain directors-and-officers liability insurance covering the Indemnitee on terms no less favorable than those accorded to the most favorably insured officer or director. No target business, customer base, revenue streams, market-size estimates, technology roadmaps, partnership deployments, per-share trust valuation, redemption deadline, extension filings, or sponsor investment commitments are stated in the document. Why it matters: By contractually fencing executive indemnification and D&O insurance costs away from the trust account, the agreement structurally protects public shareholder redemption capital from future litigation expenditures and confirms that management risk-sharing will not draw down trust proceeds until a business combination closes. The explicit trust-account waiver aligns executive incentives with deal completion, while the detailed advance-expense windows, arbitration pathways, and Cayman Court jurisdiction provisions outline how the Company plans to fund and defend potential proceedings independently of SPAC liquidity. Because the filing contains only corporate governance and risk-allocation provisions, it signals no immediate acquisition milestone, extension notice, or change to the redemption calendar.