Helix Acquisition Corp II

S-11 fs12024_helixacq2.htm REGISTRATION STATEMENT

Asfiled with the U.S. Securities and Exchange Commission on January 18, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Cormorant Asset Management, LP

200 Clarendon Street, 52nd Floor

Boston, MA 02116

+1 (857) 702-0370

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

+1 (302)-338-9130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 18, 2024

PRELIMINARY PROSPECTUS

$100,000,000 HELIX ACQUISITION CORP. II 10,000,000 Class A ordinary shares

Helix Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price of $10.00. The underwriter has a 45-day option from the date of this prospectus to purchase up to an additional 1,500,000 Class A ordinary shares to cover over-allotments, if any. Unlike certain other special purpose acquisition company initial public offerings (“SPAC IPOs”), investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares that were sold as part of this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (net of taxes paid or payable), divided by the number of then issued andoutstanding public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes paid orpayable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued andoutstanding public shares, subject to applicable law and certain conditions as further described herein.

Our sponsor, Helix Holdings II LLC, a Cayman Islands limited liability company, has committed to purchase an aggregate of 425,000 Class A ordinary shares (or 440,000 shares if the underwriter’s over-allotment option is exercised in full), at a price of $10.00 per share in a private placement for an aggregate purchase price of $4,250,000 in the aggregate (or $4,400,000 if the underwriter’s over-allotment option is exercised in full), that will close simultaneously with the closing of this offering. These Class A ordinary shares, which we refer to as the private placement shares, are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus.

Cormorant Asset Management, LP, which we refer to as Cormorant, has indicated the interest of one or more investment vehicles managed by Cormorant (which we refer to as the Cormorant Funds) to purchase 2,500,000 Class A ordinary shares (or 2,875,000 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full) in this offering at the initial public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the Cormorant Funds may determine not to purchase any such Class A ordinary shares, or to purchase fewer Class A ordinary shares than they have indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such Class A ordinary shares to the Cormorant Funds.

The Cormorant Funds have also indicated an interest to purchase an aggregate of $35,000,000 of our Class A ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, the Cormorant Funds may determine not to purchase any such shares, or to purchase fewer shares than they have indicated an interest in purchasing. We are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination.

Our initial shareholders, which include our sponsor, currently own an aggregate of 2,875,000 Class B ordinary shares, up to 375,000 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriter’s over-allotment option is exercised, which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holders thereof, on a one-for-one basis, subject to the adjustments described herein. Only holders of Class B ordinary shares will have the right to(1)appoint directors in any election held prior to or in connection with the completion of our initial business combination or (2) transfer us to a jurisdiction outside the Cayman Islands. On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law or the applicable rules of Nasdaq then in effect.

Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our shares listed on The Nasdaq Global Market, or Nasdaq under the symbol “HLXB”. We expect that our shares will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 32 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

(1) Includes $0.10 per share, or $1,000,000 in the aggregate (or $1,150,000 if the underwriter’s over-allotment option is exercised in full), payable to the underwriter upon the closing of this offering. Also includes $0.30 per share, or $3,000,000 in the aggregate (or up to $3,450,000 in the aggregate if the underwriter’s over-allotment option is exercised in full) payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial business combination. At our sole and absolute discretion, up to $500,000 of this amount may be paid to third parties not participating in this offering that assist us in consummating our initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriter.

Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $100,000,000, or $115,000,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, after deducting $1,000,000 in underwriting discounts and commissions payable upon the closing of this offering (or $1,150,000 if the underwriter’s over-allotment option is exercised in full) and an aggregate of $3,250,000 to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering.

The underwriter is offering the Class A ordinary shares for sale on a firm commitment basis. The underwriter expects to deliver the shares to the purchasers on or about , 2024.

Sole Bookrunning Manager

Leerink Partners

, 2024