Helix Acquisition Corp. III 8-K

What Happened

• Helix Acquisition Corp. III (HLXC) announced it consummated its initial public offering on January 26, 2026, selling 17,250,000 Class A ordinary shares (including a full 2,250,000 over-allotment) at $10.00 per share, generating $172,500,000 in gross IPO proceeds. Simultaneously, the Company completed a private sale of 497,500 Class A shares to its sponsor, Helix Holdings III LLC, at $10.00 per share for $4,975,000.
• In connection with the offering (effective January 22, 2026) the Company filed an amended and restated memorandum and articles of association, entered into customary underwriting, sponsor, trust, registration rights, private placement and indemnity agreements, and placed the proceeds into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.

Key Details

• IPO: 17,250,000 Class A shares sold at $10.00 each (includes 2,250,000-share overallotment); gross IPO proceeds $172,500,000.
• Private placement: 497,500 Class A shares sold to the Sponsor at $10.00 each, raising $4,975,000; Private Placement Shares have transfer restrictions (generally not transferable until 30 days after a business combination) and registration rights.
• Trust account: Per the filing, $172,500,000 of net proceeds (from the IPO and private placement) were deposited into a U.S.-based trust; funds generally won’t be released until the earliest of (i) completion of an initial business combination, (ii) redemption if no business combination within 24 months, or (iii) certain charter amendments voted by shareholders. Interest may be released only for taxes and up to $100,000 for dissolution expenses.
• Board changes: On January 22, 2026, Mark C. McKenna and John Schmid were appointed independent directors and assigned committee roles (Audit, Compensation, Nominating & Governance). The board is divided into three staggered classes; CEO and Chairperson Ms. Chen is Class III. In December 2025 the Sponsor transferred 30,000 Class B shares to each of Messrs. McKenna and Schmid.

Why It Matters

• This filing confirms HLXC is an active SPAC with capital in trust to pursue an initial business combination. The trust account and redemption mechanics protect public shareholders by keeping proceeds restricted until a business combination or redemption event occurs.
• The private placement and the Sponsor’s shareholdings (Class B shares) reflect sponsor alignment and typical SPAC economics; the Sponsor also waived certain redemption rights for the Private Placement Shares in specific circumstances. New independent directors and the Amended Charter set the company’s governance and the timeline (24 months) under which a target merger or acquisition must be completed.