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Helix Acquisition Corp II

For the period ended Sep 30, 2024. Filed Nov 14, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 14, 2024

BBOT$2.04-6.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-14.

0001213900-24-068630

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-14.

0001213900-24-098483

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 33 previous paragraphs and 33 current paragraphs.

24 unchanged; 9 reworded; 0 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Reworded paragraphs (9)

Previous wording

For the three months ended June 30, 2024, we had a net income of $2,212,536, which consisted of interest earned on marketable securities held in the Trust Account of $2,442,279, partially offset by general and administrative expenses of $152,343 and share-based compensation expense of $77,400.

Current wording

For the three months ended September 30, 2024, we had net income of $2,333,358, which consisted of interest earned on marketable securities held in the Trust Account of $2,554,610 and interest earned on bank deposits of $3,000, partially offset by general and administrative expenses of $146,852 and share-based compensation expense of $77,400.

Previous wording

For the six months ended June 30, 2024, we had a net income of $3,312,978, which consisted of interest earned on marketable securities held in the Trust Account of $3,648,794, partially offset by general and administrative expenses of $219,044 and share-based compensation expense of $116,772.

Current wording

For the nine months ended September 30, 2024, we had net income of $5,646,336, which consisted of interest earned on marketable securities held in the Trust Account of $6,203,404 and interest earned on bank deposits of $3,000, partially offset by general and administrative expenses of $365,896 and share-based compensation expense of $194,172.

Previous wording

For the three and six months ended June 30, 2023, we had no net income (loss).

Current wording

For the three and nine months ended September 30, 2023, we had no net income (loss).

Previous wording

For the six months ended June 30, 2024, cash used in operating activities was $647,098. Net income of $3,312,978 was affected by interest earned on marketable securities held in the Trust Account of $3,648,794, non-cash accrued offering costs adjustment of $81,000, and share-based compensation of $116,772. Changes in operating assets and liabilities used $347,054 of cash for operating activities.

Current wording

For the nine months ended September 30, 2024, cash used in operating activities was $675,961. Net income of $5,646,336 was affected by interest earned on marketable securities held in the Trust Account of $6,203,404, non-cash accrued offering costs adjustment of $81,000, and share-based compensation of $194,172. Changes in operating assets and liabilities used $232,065 of cash for operating activities.

Previous wording

For the six months ended June 30, 2023, there were no cash flows in operating activities.

Current wording

For the nine months ended September 30, 2023, there were no cash flows in operating activities.

Previous wording

As of June 30, 2024, we had marketable securities held in the Trust Account of $187,648,794 (including approximately $3,648,794 of interest income). The Trust Account is either 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 only in U.S. government treasury obligations with a maturity of 185 days or less or interests 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. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.** **

Current wording

As of September 30, 2024, we had marketable securities held in the Trust Account of $190,203,404 (including $6,203,404 of interest income). The Trust Account is either 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 only in U.S. government treasury obligations with a maturity of 185 days or less or interests 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. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.** **

Previous wording

As of June 30, 2024, we had cash of $1,814,499. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, to pay for directors and officers liability insurance premiums and to pay an aggregate of $6,458 per month to our Sponsor for office space, utilities, administrative services and remote support services.

Current wording

As of September 30, 2024, we had cash of $1,785,636. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, to pay for directors and officers liability insurance premiums and to pay an aggregate of $6,458 per month to our Sponsor for office space, utilities, administrative services and remote support services.

Previous wording

In order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into private placement shares of the post Business Combination entity at a price of $10.00 per private placement share at the option of the lender. Such shares would be identical to the Private Placement Shares.

Current wording

In order to finance working capital deficits or to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into private placement shares of the post Business Combination entity at a price of $10.00 per private placement share at the option of the lender. Such shares would be identical to the Private Placement Shares.

Previous wording

Substantially all of the assets held in the Trust Account were held in U.S. Treasury Bill. The Company accounts for its marketable securities as trading securities under ASC 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statement of operations. As of June 30, 2024, the fair value of marketable securities held in Trust Account amounts to $187,648,794.

Current wording

Substantially all of the assets held in the Trust Account were held in U.S. Treasury Bill. The Company accounts for its marketable securities as trading securities under ASC 320, “Investments—Debt and Equity Securities”, where securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the statement of operations. As of September 30, 2024, the fair value of marketable securities held in Trust Account amounts to $190,203,404.